AFCG holders reelect directors, ratify auditor
Advanced Flower Capital Inc. reported results from its 2026 Annual Meeting of Shareholders held on May 28, 2026.
Accepted by SEC EDGAR
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Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Advanced Flower Capital Inc. reported results from its 2026 Annual Meeting of Shareholders held on May 28, 2026. Shareholders re‑elected Class III directors Alexander C. Frank and Marnie Sudnow to terms expiring at the 2029 Annual Meeting or until successors are elected and qualified.
Frank received 9,250,135 votes for and 59,231 withheld, and Sudnow received 9,234,815 votes for and 54,558 withheld, with 6,465,790 broker non‑votes for each. Shareholders also ratified the appointment of CohnReznick LLP as independent registered public accounting firm for the year ending December 31, 2026, with 16,311,616 votes for, 165,991 against and 103,697 abstentions.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for Alexander C. Frank: 9,250,135 votes
Votes withheld for Alexander C. Frank: 59,231 votes
Votes for Marnie Sudnow: 9,234,815 votes
+5 more
8 metrics
Votes for Alexander C. Frank
9,250,135 votes
Election of Class III director at 2026 Annual Meeting
Votes withheld for Alexander C. Frank
59,231 votes
Election of Class III director at 2026 Annual Meeting
Votes for Marnie Sudnow
9,234,815 votes
Election of Class III director at 2026 Annual Meeting
Votes withheld for Marnie Sudnow
54,558 votes
Election of Class III director at 2026 Annual Meeting
Broker non-votes on director elections
6,465,790 votes
Class III director elections at 2026 Annual Meeting
Votes for CohnReznick LLP ratification
16,311,616 votes
Auditor ratification for year ending December 31, 2026
Votes against CohnReznick LLP ratification
165,991 votes
Auditor ratification for year ending December 31, 2026
Abstentions on CohnReznick LLP ratification
103,697 votes
Auditor ratification for year ending December 31, 2026
Key Terms
Annual Meeting of Shareholders, Class III directors, independent registered public accounting firm, Broker Non-Vote, +1 more
5 terms
Class III directors financial
"Election of Class III Directors The Company’s shareholders voted in favor"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
independent registered public accounting firm financial
"appointment of CohnReznick LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Broker Non-Vote financial
"For | | Withheld | | Broker Non-Vote Alexander C. Frank"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
ratification of the appointment financial
"shareholders approved the ratification of the appointment of CohnReznick LLP"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Which directors of AFCG were reelected and what were the vote results?
Shareholders reelected Class III directors Alexander C. Frank and Marnie Sudnow. Frank received 9,250,135 votes for and 59,231 withheld, while Sudnow received 9,234,815 votes for and 54,558 withheld, with 6,465,790 broker non‑votes recorded for each director candidate.
How long are the newly reelected AFCG Class III directors’ terms?
The reelected Class III directors will serve until the 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified. This aligns their terms with the company’s classified board structure, providing multi‑year tenure for these board positions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 28, 2026, Advanced Flower Capital Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the shareholders of the Company’s common stock voted on (i) the reelection of two director nominees (Proposal 1) and (ii) the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (Proposal 2). The results of the votes are set forth below.
Proposal 1 – Election of Class III Directors
The Company’s shareholders voted in favor of the reelection of the two Class III director nominees for a term of office expiring at the 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
| For | Withheld | Broker Non-Vote | ||||||||||||||||||
| Alexander C. Frank | 9,250,135 | 59,231 | 6,465,790 | |||||||||||||||||
| Marnie Sudnow | 9,234,815 | 54,558 | 6,465,790 | |||||||||||||||||
Proposal 2 – Ratification of Appointment of CohnReznick LLP
The Company’s shareholders approved the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 16,311,616 | 165,991 | 103,697 | - | |||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADVANCED FLOWER CAPITAL INC. | ||||||||
| By: | /s/ Brandon Hetzel | |||||||
| Brandon Hetzel | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
| Date: May 28, 2026 | ||||||||
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