Blockchain Digital (NYSE: AIB) stockholders reelect directors and ratify auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Blockchain Digital Infrastructure, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 16, 2026. Holders of 27,788,514 shares of common stock, representing approximately 73.81% of shares entitled to vote, were present in person or by proxy.

Stockholders elected Class I directors Daniel Nelson and Hongfei Zhang to three-year terms. Nelson received 26,608,142 votes for and 11,115 abstentions, while Zhang received 26,585,005 votes for and 34,215 abstentions; there were no votes against and no broker non-votes for either nominee.

Stockholders also ratified the appointment of Carr, Riggs & Ingram, L.L.C. as independent registered public accounting firm for the fiscal years ending December 31, 2025 and 2026, with 27,782,849 votes for, 4,063 against, and 1,602 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

Shares represented: 27,788,514 shares Participation rate: 73.81% Votes for Daniel Nelson: 26,608,142 +4 more

7 metrics

Shares represented 27,788,514 shares Common stock represented at 2026 Annual Meeting; 73.81% of entitled shares

Participation rate 73.81% Percentage of outstanding shares entitled to vote represented at meeting

Votes for Daniel Nelson 26,608,142 Election as Class I director; 11,115 abstain, 0 against

Votes for Hongfei Zhang 26,585,005 Election as Class I director; 34,215 abstain, 0 against

Auditor ratification for votes 27,782,849 Ratification of Carr, Riggs & Ingram, L.L.C. as auditor

Auditor ratification against 4,063 Votes against ratifying Carr, Riggs & Ingram, L.L.C.

Auditor ratification abstain 1,602 Abstentions on ratifying Carr, Riggs & Ingram, L.L.C.

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, Emerging Growth Company

4 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

broker non-votes financial

"Abstain | | Broker Non-Votes Daniel Nelson"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"to serve 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.

Emerging Growth Company regulatory

"Securities registered pursuant to Section 12(b) of the Act ... Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/17/2026 - 05:24 PM

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): June 16, 2026

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-43194	39-2631241
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1540 Broadway, Ste 1010 New York, New York		10036
(Address of principal executive offices)		(Zip Code)

(646) 493-2993

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐	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
Common Stock, $0.0001 par value per share		AIB		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 16, 2026, BlockchAIn Digital Infrastructure, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The holders of 27,788,514 shares of Common Stock, or approximately 73.81% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy. At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A as filed with the U.S. Securities and Exchange Commission on April 29, 2026. The following is a brief description of each matter voted upon and the final voting results for each matter.

1. Election of Directors

Stockholders elected the Company’s two nominees for Class I directors each to serve for a term of three years or until their respective successor is duly elected and qualified.

	For	Against	Abstain	Broker Non-Votes
Daniel Nelson	26,608,142.	0	11,115	0
Hongfei Zhang	26,585,005	0	34,215	0

2. Ratification of Auditors

Stockholders ratified the appointment of Carr, Riggs & Ingram, L.L.C. to serve as the Company’s independent registered public accounting firm for the fiscal years ending December 31, 2025 and 2026. The voting results were as follows:

For	Against	Abstain	Broker Non- Votes

27,782,849	4,063	1,602	N/A

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.

Date: June 17, 2026	BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

	/s/ Jolienne Halisky
	Name:	Jolienne Halisky
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Blockchain Digital Infrastructure (AIB) vote on at the 2026 Annual Meeting?

Stockholders voted on electing two Class I directors and ratifying the company’s independent auditor. Both director nominees were elected and Carr, Riggs & Ingram, L.L.C. was ratified for fiscal years ending December 31, 2025 and 2026.

How many AIB shares were represented at the 2026 Annual Meeting?

A total of 27,788,514 shares of Blockchain Digital Infrastructure common stock were represented, accounting for approximately 73.81% of outstanding shares entitled to vote as of the record date for the 2026 Annual Meeting of Stockholders.

Were Blockchain Digital Infrastructure’s director nominees approved by stockholders?

Yes. Daniel Nelson received 26,608,142 votes for and 11,115 abstentions, and Hongfei Zhang received 26,585,005 votes for and 34,215 abstentions. Neither nominee received any votes against or broker non-votes, and both will serve three-year terms.

Which auditing firm did AIB stockholders ratify and for which fiscal years?

Stockholders ratified Carr, Riggs & Ingram, L.L.C. as the independent registered public accounting firm for Blockchain Digital Infrastructure for the fiscal years ending December 31, 2025 and 2026, with 27,782,849 votes for, 4,063 against, and 1,602 abstentions.

What percentage of AIB’s outstanding shares voted at the 2026 Annual Meeting?

Approximately 73.81% of Blockchain Digital Infrastructure’s outstanding common shares entitled to vote were represented in person or by proxy at the 2026 Annual Meeting, indicating a substantial level of stockholder participation in the governance process.

Filing Exhibits & Attachments

3 documents