Strong support as Andersen Group (ANDG) stockholders approve directors and ratify BDO as auditor

Rhea-AI Filing Summary

Andersen Group Inc. reported the results of its Annual Meeting of Stockholders held in virtual format on June 22, 2026. Stockholders voted as a single class to elect eight directors to serve until the 2027 annual meeting, with each nominee receiving over 1.00 billion votes in favor and minimal votes withheld, plus broker non-votes.

As of the April 23, 2026 record date, there were 112,485,744 shares outstanding, consisting of 12,951,358 shares of Class A common stock and 99,534,386 shares of Class B common stock. Class A carried one vote per share and Class B carried 10 votes per share. Stockholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 1,005,590,786 votes for, 5,241 against, and 1,401 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 outstanding at record date: 112,485,744 shares Class A shares outstanding: 12,951,358 shares Class B shares outstanding: 99,534,386 shares +5 more

8 metrics

Shares outstanding at record date 112,485,744 shares Common stock outstanding as of April 23, 2026

Class A shares outstanding 12,951,358 shares Class A common stock as of April 23, 2026

Class B shares outstanding 99,534,386 shares Class B common stock as of April 23, 2026

Auditor ratification votes for 1,005,590,786 votes Votes for BDO USA, P.C. for year ending December 31, 2026

Auditor ratification votes against 5,241 votes Votes against BDO USA, P.C. for 2026

Auditor ratification abstentions 1,401 votes Abstentions on auditor ratification

Votes for director Mark Vorsatz 1,002,168,992 votes For votes in election of directors proposal

Votes for director Robert V. Gunderson, Jr. 1,004,107,980 votes For votes in election of directors proposal

Key Terms

broker non-votes, independent registered public accounting firm, record date, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"Director | | For | | | Withheld | | | Broker Non-Votes"

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 ratify the appointment of BDO USA, P.C. 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.

record date financial

"Only stockholders of record as of the close of business on April 23, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Annual Meeting of Stockholders financial

"The Annual Meeting of Stockholders (the “Annual Meeting”) of Andersen Group Inc."

virtual meeting format financial

"The Annual Meeting ... was held on June 22, 2026 in a virtual meeting format."

A virtual meeting format is a gathering held online using video conferencing, webinars, or audio-only conference tools instead of meeting in person. For investors it matters because these formats shape who can attend, how questions are asked and recorded, and how transparently information is shared—think of it as a public company town hall held over a video call, which can broaden participation but also change the dynamics of interaction and oversight.

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Understanding 8-K Material Events →

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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 22, 2026

Andersen Group Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43014		33-4630773
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

333 Bush Street
Suite 1700 San Francisco, California		94104
(Address of principal executive offices)		(Zip Code)

(415) 764-2700

(Registrant’s telephone number, including area code)

Not Applicable

(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
Class A Common Stock, $0.0001 par value		ANDG		New York Stock Exchange

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.

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

The Annual Meeting of Stockholders (the “Annual Meeting”) of Andersen Group Inc. (the “Company”) was held on June 22, 2026 in a virtual meeting format. 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 filed with the U.S. Securities and Exchange Commission on April 30, 2026. Only stockholders of record as of the close of business on April 23, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, there were 112,485,744 shares of common stock, consisting of 12,951,358 shares of Class A common stock (“Class A Common Stock”) and 99,534,386 shares of Class B common stock (“Class B Common Stock”) outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, the holders of Class A Common Stock had the right to one vote for each share of Class A Common Stock they held as of the record date and the holders of Class B Common Stock had the right to 10 votes for each share of Class B Common Stock they held as of the record date. The holders of Class A Common Stock and Class B Common Stock voted as a single class on all matters presented at the Annual Meeting.

The tabulation of the stockholders’ votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1 — The election of eight directors to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified:

Director		For				Withheld				Broker Non-Votes
Mark Vorsatz			1,002,168,992				2,678,979				749,457
Robert V. Gunderson, Jr.			1,004,107,980				739,991				749,457
Susan Decker			1,003,811,121				1,036,850				749,457
John R. Joyce			1,004,107,861				740,110				749,457
Joseph Karczewski			1,002,123,905				2,724,066				749,457
John F. Nicolai			1,004,108,479				739,492				749,457
Ronald F. Olson			1,004,108,330				739,641				749,457
Dorice Pepin			1,002,123,661				2,724,310				749,457

Proposal 2 — To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

For		Against		Abstentions
1,005,590,786		5,241		1,401

2

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.

				ANDERSEN GROUP INC.
Date: June 22, 2026				By:		/s/ Mark L. Vorsatz
				Name:		Mark L. Vorsatz
				Title:		Chief Executive Officer

3

FAQ

What did Andersen Group Inc. (ANDG) stockholders vote on at the 2026 annual meeting?

Stockholders elected eight directors and ratified BDO USA, P.C. as auditor for 2026. All director nominees received over 1.0 billion votes for, and the auditor ratification passed with more than 1,005,590,000 votes in favor and very few opposing or abstaining votes.

How many Andersen Group (ANDG) shares were entitled to vote at the 2026 annual meeting?

A total of 112,485,744 common shares were entitled to vote as of April 23, 2026. This included 12,951,358 Class A shares and 99,534,386 Class B shares, with Class A carrying one vote per share and Class B carrying ten votes per share.

What were the voting results for Andersen Group’s (ANDG) auditor ratification in 2026?

Stockholders ratified BDO USA, P.C. as Andersen Group’s independent registered public accounting firm for 2026. The proposal received 1,005,590,786 votes for, 5,241 votes against, and 1,401 abstentions, indicating overwhelming support for the continued engagement of the audit firm.

Were Andersen Group (ANDG) directors re-elected with strong support in 2026?

Yes. Each of the eight director nominees received over 1.0 billion votes for and relatively few votes withheld, along with a small number of broker non-votes. This indicates broad stockholder support for the company’s existing board composition for the term through the 2027 meeting.

How do Andersen Group’s (ANDG) Class A and Class B shares vote at stockholder meetings?

At the 2026 annual meeting, Class A common stock carried one vote per share and Class B common stock carried ten votes per share. Holders of both classes voted together as a single class on all matters presented, including director elections and auditor ratification.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB