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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): December 17, 2025
THE
ARENA GROUP HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| delaware |
|
001-12471 |
|
68-0232575 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
200
VESEY STREET, 24TH FLOOR
NEW
YORK, new york |
|
10281 |
| (Address
of principal executive offices) |
|
(Zip
code) |
212-321-5002
(Registrant’s
telephone number including area code)
(Former
name or former address if changed since last report)
Securities
registered pursuant in Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
AREN |
|
NYSE
American |
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 Instruction 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)) |
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
December 17, 2025, The Arena Group Holdings, Inc. (the “Company”) held its Annual Meeting for the purposes of (i) electing
three directors named in the Company’s Proxy Statement and (ii) ratifying the appointment of BDO USA, P.C. as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2025. The final results of the stockholder vote
are set forth below.
Proposal
No. 1 – Election of Directors
| Name
of Company Nominee |
|
Number
of Votes
Voted For |
|
Number
of Votes
Withheld |
|
Number
of Broker Non-Votes |
| H.
Hunt Allred |
31,651,423 |
231,378 |
|
5,180,308 |
| Cavitt
Randall |
31,585,984 |
296,817 |
|
5,180,308 |
| Lynn
Petersmarck |
31,683,980 |
198,821 |
|
5,180,308 |
Proposal
2 – Ratification of the Appointment of BDO USA, P.C. as the Company’s Independent Registered Public Accounting Firm for the
Fiscal Year Ending December 31, 2025
Number
of Votes
Voted For |
|
Number
of Votes
Voted Against |
|
Number
of Votes
Abstaining |
|
Number
of
Broker Non-Votes |
| 36,814,193 |
|
222,898 |
|
26,018 |
|
0 |
SIGNATURE
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 hereunto duly authorized.
| |
THE
ARENA GROUP HOLDINGS, INC. |
| |
|
|
| Dated:
December 18, 2025 |
|
|
| |
By: |
/s/
Paul Edmondson |
| |
Name: |
Paul
Edmondson |
| |
Title: |
Chief
Executive Officer |
