Sphere 3D (NASDAQ: ANY) investors approve directors and MaloneBailey LLP

Rhea-AI Filing Summary

Sphere 3D Corp. held its Annual Meeting of Shareholders on May 13, 2026, where all proposals on the agenda were approved. Shareholders first confirmed setting the board size at three members and supported this resolution with 983,114 votes for and 127,056 against.

They then elected Timothy Hanley, Susan Harnett and Duncan J. McEwan as directors for the ensuing year, each receiving more than 92% of votes cast in favor. Shareholders also ratified the appointment of MaloneBailey LLP as auditors, with 1,243,526 votes for and 45,718 votes withheld.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 3,767,086 shares Shares represented at meeting: 1,289,244 shares (34.224%) Board size approval votes: 983,114 for; 127,056 against +4 more

7 metrics

Shares outstanding 3,767,086 shares Common shares outstanding as of the record date for the meeting

Shares represented at meeting 1,289,244 shares (34.224%) Shares present or represented at the May 13, 2026 annual meeting

Board size approval votes 983,114 for; 127,056 against Resolution to set board size at three members

Director support – Susan Harnett 204,293 for (93.70%) Election as director at the 2026 annual meeting

Director support – Timothy Hanley 202,566 for (92.91%) Election as director at the 2026 annual meeting

Auditor ratification votes for 1,243,526 votes (96.45%) Ratification of MaloneBailey LLP as auditors

Auditor ratification votes withheld 45,718 votes (3.55%) Votes withheld on auditor ratification proposal

Key Terms

broker non-votes, Emerging growth company, National Instrument 51-102, Annual Meeting of Shareholders, +1 more

5 terms

broker non-votes financial

"Votes For | Votes Against | Broker Non-Votes 983,114 | 127,056 | 179,074"

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.

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote"

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.

National Instrument 51-102 regulatory

"in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations"

National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.

Annual Meeting of Shareholders financial

"RE: SPHERE 3D CORP. - ANNUAL MEETING OF SHAREHOLDERS HELD ON MAY 13, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes recorded financial

"Votes For | Votes Against | Broker Non-Votes 983,114 | 127,056 | 179,074"

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Understanding 8-K Material Events →

false 2026-05-13 0001591956 Sphere 3D Corp. 0001591956 2026-05-13 2026-05-13

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 13, 2026

SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)

Ontario	001-36532	98-1220792
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

243 Tresser Blvd, 17th Floor
Stamford, Connecticut, United States 06901
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (647) 952 5049

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 Symbols		Name of each exchange on which registered
Common Shares		ANY		NASDAQ Capital Market

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.

On May 13, 2026, Sphere 3D Corp. (the "Company") held an Annual Meeting of Shareholders ("Meeting"). Of the 3,767,086 shares of the Company's common shares outstanding as of the record date, 1,289,244 shares or 34.224%, were represented at the Meeting, constituting a quorum present at the Meeting. The shareholders considered three proposals at the Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026. The voting results are set forth below.

1. Board Size

On a vote taken regarding board size, it was declared that the shareholders approved a resolution to set the size of the board at three members and to elect three directors. Voting results are as follows:

Votes For	Votes Against	Broker Non-Votes
983,114	127,056	179,074

2. Election of Directors

On a vote taken regarding the election of directors, it was declared that the shareholders approved a resolution to elect the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:

Nominees	Votes For	Votes Withheld	Broker Non-Votes
Timothy Hanley	202,566	15,464	1,071,214
Susan Harnett	204,293	13,737	1,071,214
Duncan J. McEwan	202,808	15,222	1,071,214

3. Ratification of the Selection of Auditors

On a vote taken regarding the ratification of the selection of auditors, it was declared that the shareholders approved a resolution to appoint MaloneBailey LLP as auditors of Sphere 3D Corp. Voting results are as follows:

Votes For	Votes Withheld	Broker Non-Votes
1,243,526	45,718	0

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission.

Exhibit Number	Description
99.1	SEDAR filing submitted 5.14.2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 14, 2026

	SPHERE 3D CORP.
	By:	/s/ Kurt Kalbfleisch
		Kurt Kalbfleisch
		Chief Executive Officer

Exhibit 99.1

May 14, 2026

To: Ontario Securities Commission

Alberta Securities Commission

British Columbia Securities Commission

RE: SPHERE 3D CORP. - ANNUAL MEETING OF SHAREHOLDERS HELD ON MAY 13, 2026 VOTING RESULTS

This report on the voting results of our Annual Meeting of Shareholders held on May 13, 2026 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations. Each of the matters set out below is described in greater detail in the Notice of Meeting and Proxy Statement dated as of April 2, 2026.

1. Board Size

On a vote taken regarding board size, it was declared that the shareholders approved a resolution to set the size of the board at three members and to elect three directors. Voting results are as follows:

Votes For	% For	Votes Against	% Against
983,114	88.56	127,056	11.45

2. Election of Directors

  On a vote taken regarding the election of directors, it was declared that the shareholders elected the following nominees as directors of Sphere 3D Corp. for the ensuing year or until their successors are duly elected or appointed. Voting results are as follows:

Nominees	Votes For	% For	Votes Withheld	% Withheld
Timothy Hanley	202,566	92.91	15,464	7.09
Susan Harnett	204,293	93.70	13,737	6.30
Duncan J. McEwan	202,808	93.02	15,222	6.98

3. Ratification of Auditors

  On a vote taken regarding the auditors, it was declared that the shareholders approved the ratification of the selection of MaloneBailey LLP as auditors of Sphere 3D Corp. Voting results are as follows:

Votes For	% For	Votes Withheld	% Withheld
1,243,526	96.45	45,718	3.55

      No other matters were voted upon.

Yours very truly,

SPHERE 3D CORP.

"Jason Meretsky"

Jason Meretsky

Secretary of the Meeting

FAQ

What did Sphere 3D Corp. (ANY) shareholders approve at the May 13, 2026 meeting?

Shareholders approved all proposals presented. They set the board size at three directors, elected three nominees to the board, and ratified MaloneBailey LLP as the company’s auditors. No additional matters were voted upon at this annual meeting.

How many Sphere 3D (ANY) shares were represented at the 2026 annual meeting?

A total of 1,289,244 common shares were represented at the annual meeting out of 3,767,086 shares outstanding as of the record date. This represented 34.224% of outstanding shares, which was sufficient to constitute a quorum for conducting business.

Who was elected to Sphere 3D Corp.’s (ANY) board of directors in 2026?

Shareholders elected Timothy Hanley, Susan Harnett and Duncan J. McEwan as directors. Each nominee received strong support, with vote percentages in favor ranging from about 92.91% to 93.70%, and will serve for the ensuing year or until successors are elected or appointed.

Which audit firm did Sphere 3D (ANY) shareholders ratify at the 2026 meeting?

Shareholders ratified MaloneBailey LLP as Sphere 3D Corp.’s auditors. The auditor ratification received 1,243,526 votes for and 45,718 votes withheld, corresponding to 96.45% support and 3.55% withheld, with no broker non-votes reported on this proposal.

What was the outcome of the board size proposal at Sphere 3D’s 2026 meeting?

The proposal to set the board size at three members was approved. It received 983,114 votes for and 127,056 votes against, equal to 88.56% support and 11.45% opposition, with 179,074 broker non-votes recorded on this item.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 13.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT 707 B
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 21.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 45.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 24.3 KB