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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 12, 2026
AMAZE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41147 |
|
87-3905007 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
150
Paularino Ave., Suite D-200, Costa Mesa, CA 92626
(Address
of Principal Executive Office) (Zip Code)
(855)
766-9463
(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:
| ☐ |
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 |
|
AMZE |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 12, 2026, Amaze Holdings, Inc. (the “Company”) held its 2026 Annual Stockholders’ Meeting and the results of each
of the proposals are listed below.
| Proposal | |
For | |
Against | |
Withheld | |
Abstain | |
Broker
Non-Votes |
| (1) To elect seven members to the Board
of Directors: | |
| |
| |
| |
| |
|
| Aaron Day | |
8,227,168 | |
* | |
428,050 | |
* | |
|
| Peter Deutschman | |
8,255,386 | |
* | |
399,832 | |
* | |
|
| Eric Doan | |
8,074,498 | |
* | |
580,720 | |
* | |
|
| Amrapali Gan | |
8,224,175 | |
* | |
431,043 | |
* | |
|
| Sandra Hawkins | |
8,214,430 | |
* | |
440,788 | |
* | |
|
| Michael Pruitt | |
8,277,123 | |
* | |
378,095 | |
* | |
|
| David Yacullo | |
8,184,275 | |
* | |
470,943 | |
* | |
|
| Proposal | |
For | |
Against | |
Withheld/Abstain | |
Broker
Non-Votes |
| (2) To ratify the appointment
of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | |
22,356,720 | |
313,485 | |
27,284 | |
* |
| (3) To approve the 2026 Equity Incentive
Plan. | |
7,423,436 | |
1,202,736 | |
29,046 | |
14,042,271 |
| (4) To approve, for purposes of complying
with Section 713(a) and Section 713(b) of the NYSE American Company Guide, the issuance of shares of our common stock upon conversion
of senior secured original issue discount convertible notes in excess of the 19.9% exchange cap contained therein. | |
7,635,482 | |
1,000,055 | |
19,681 | |
14,042,271 |
| (5) To approve an amendment to our Articles
of Incorporation, as amended, to increase the authorized number of shares of common stock from 100,000,000 to 750,000,000. | |
17,888,766 | |
4,609,327 | |
199,396 | |
* |
| (6) To approve, on an advisory basis, the
compensation of the Company’s named executive officers. | |
7,552,406 | |
1,077,617 | |
25,195 | |
14,042,271 |
| | |
1
Year | |
2
Years | |
3
Years | |
Abstain | |
Broker
Non-Votes |
| (7) To approve,
on an advisory basis, the frequency of the advisory vote on executive compensation (every one year, two years, or three years). | |
3,398,798 | |
183,704 | |
3,638,654 | |
1,434,062 | |
* |
*
Not applicable.
There
were 45,080,467 shares outstanding as of the record date of the meeting and a total of 22,697,489 shares were cast. The Proposals required
the following votes:
| |
● |
Proposal
1 required a plurality of the votes cast. |
| |
● |
Proposals
2, 3, 4 and 5 required the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting
and entitled to vote on the matter. |
| |
● |
Proposal
6 was a non-binding advisory vote to be considered by the Company’s Board of Directors when making future decisions regarding
executive compensation. |
| |
● |
Proposal
7 was an advisory vote with the option receiving the most votes to be considered by the Company’s Board of Directors in determining
the preferred frequency for the advisory vote on executive compensation. |
Each
of the seven nominees for director was elected to serve until the 2027 annual meeting of stockholders or until their successors are duly
elected and qualified. Additionally, Proposals 2, 3, 4 and 5 were approved by the requisite vote of stockholders, and stockholders voted
for a three-year frequency for the advisory vote on executive compensation (Proposal 7).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Amaze
Holdings, Inc. 2026 Equity Incentive Plan |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
Amaze
Holdings, Inc. |
| |
|
|
| Date:
June 16, 2026 |
By: |
/s/
Aaron Day |
| |
|
Name:
Aaron Day |
| |
|
Title:
Chief Executive Officer |
