STOCK TITAN

AtlasClear (ATCH) investors approve directors, add 15M incentive shares and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AtlasClear Holdings, Inc. reported results from its annual stockholder meeting. Stockholders elected six director nominees to serve through the annual meeting for the fiscal year ending June 30, 2027, ensuring continuity of the board.

They also approved an amendment to the 2024 Equity Incentive Plan to increase the number of common shares reserved for issuance by 15,000,000, expanding the pool available for equity-based compensation. In addition, stockholders ratified the appointment of Haynie & Company as the independent registered public accounting firm for the fiscal year ending June 30, 2026.

The meeting quorum was based on 150,337,774 shares outstanding as of the April 27, 2026 record date, with 59,305,797 shares represented, or approximately 39.4% of shares entitled to vote.

Positive

  • None.

Negative

  • None.
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.
Shares outstanding on record date 150,337,774 shares Common stock outstanding and entitled to vote as of April 27, 2026
Shares represented at meeting 59,305,797 shares Shares present in person or by proxy at annual meeting
Participation rate 39.4% Portion of entitled shares represented at the annual meeting
Equity plan share increase 15,000,000 shares Additional common shares reserved under 2024 Equity Incentive Plan
Equity plan votes for 19,515,189 votes Votes in favor of equity incentive plan amendment
Equity plan votes against 9,025,146 votes Votes against equity incentive plan amendment
Auditor ratification votes for 56,816,612 votes Votes for ratifying Haynie & Company as auditor
Auditor ratification votes against 2,292,692 votes Votes against ratifying Haynie & Company
Equity Incentive Plan financial
"a proposal to amend the Company’s 2024 Equity Incentive Plan (the “Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
record date financial
"On April 27, 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.
broker non-votes financial
"Votes For ... Votes 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
"the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026"
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.
false 0001963088 0001963088 2026-05-27 2026-05-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 27, 2026

 

AtlasClear Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41956   92-2303797

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2203 Lois Ave., Ste. 814

Tampa, FL

  33607

(Address of principal executive offices)

 

(Zip Code)

 

(727) 446-6660

(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 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, par value $0.0001 per share   ATCH   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 (§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 27, 2026, AtlasClear Holdings, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). Stockholders were asked to vote on three proposals: the election of six nominees for director, a proposal to amend the Company’s 2024 Equity Incentive Plan (the “Plan”), and the ratification of the appointment of Haynie & Company, each as described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 30, 2026, as supplemented by additional proxy materials filed with the SEC on May 12, 2026 (collectively, the “Proxy Statement”).

 

On April 27, 2026, the record date for the Annual Meeting, there were an aggregate of 150,337,774 shares of the Company’s common stock outstanding and entitled to be voted at the Annual Meeting. At the Annual Meeting, 59,305,797 shares of Common Stock, or approximately 39.4% of the shares entitled to vote at the Annual Meeting, were represented in person or by proxy, constituting a quorum. The final voting results for each proposal submitted to a vote are set forth below.

 

Director Election Proposal

 

The stockholders of the Company approved the proposal to elect each of the six directors named as nominees in the Proxy Statement, each to serve until the end of the annual general meeting of shareholders to be held in respect of the fiscal year ended June 30, 2027, or as to each, until their respective successors are elected and qualified, or their earlier death, resignation, disqualification or removal.

 

Name  Votes For   Votes Withheld   Broker Non-Votes 
John Schaible  25,729,484   2,942,920   30,633,393 
Craig Ridenhour  25,725,762   2,946,642   30,633,393 
Thomas Hammond  26,171,031   2,501,373   30,633,393 
Sandip Patel  25,539,106   3,133,298   30,633,393 
Robert Keyser  27,187,355   1,485,049   30,633,393 
Steven Carlson  26,278,965   2,393,439   30,633,393 

 

Equity Incentive Plan Amendment Proposal

 

The stockholders of the Company approved the proposal to approve an amendment to the Plan to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 15,000,000.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 19,515,189   9,025,146   132,069   30,633,393 

 

Auditor Ratification Proposal

 

The stockholders of the Company approved the proposal to ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.

 

Votes For   Votes Against   Abstentions 
 56,816,612   2,292,692   196,493 

 

 

 

 

SIGNATURE

 

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.

 

  ATLASCLEAR HOLDINGS, INC.
   
Date: May 29, 2026

/s/ John Schaible

  Name: John Schaible
  Title: Executive Chairman

 

 

 

FAQ

What did AtlasClear Holdings (ATCH) stockholders approve at the 2026 annual meeting?

Stockholders elected six directors, approved an amendment increasing the 2024 Equity Incentive Plan share reserve by 15,000,000 shares, and ratified Haynie & Company as independent auditor for the fiscal year ending June 30, 2026.

How many AtlasClear (ATCH) shares were entitled to vote at the annual meeting?

On the April 27, 2026 record date, 150,337,774 shares of AtlasClear common stock were outstanding and entitled to vote at the annual meeting, forming the base used to calculate quorum and voting participation.

What was the quorum and participation level for the AtlasClear (ATCH) 2026 annual meeting?

A total of 59,305,797 shares of AtlasClear common stock were represented in person or by proxy, equal to approximately 39.4% of shares entitled to vote, which constituted a valid quorum for conducting business.

How many additional shares were reserved under AtlasClear’s 2024 Equity Incentive Plan?

Stockholders approved an amendment to AtlasClear’s 2024 Equity Incentive Plan increasing the number of common shares reserved for issuance by 15,000,000, expanding capacity for future equity incentive and compensation awards to employees and other participants.

Who is AtlasClear Holdings’ independent auditor for the year ending June 30, 2026?

Stockholders ratified the appointment of Haynie & Company as AtlasClear Holdings’ independent registered public accounting firm for the fiscal year ending June 30, 2026, confirming the audit firm for that reporting period.

Were all AtlasClear (ATCH) director nominees elected at the 2026 meeting?

Yes. Stockholders approved the election of all six director nominees named in the proxy materials, each to serve until the annual meeting for the fiscal year ending June 30, 2027, or until a successor is elected and qualified.

Filing Exhibits & Attachments

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