[8-K] ATLANTIC INTERNATIONAL CORP. Reports Material Event

Rhea-AI Filing Summary

Atlantic International Corp. reported the results of its November 7, 2025 Annual Meeting. Stockholders elected Jeffrey Jagid, Robert B. Machinist, Jeff Kurtz, David Solimine, and David Pfeffer as directors. Of the 59,525,488 shares outstanding on the September 3, 2025 record date, 26,274,428 were represented (44.14%), exceeding the one‑third quorum.

All proposals passed: “Say on Pay” received 26,198,755 votes for; future “Say on Pay” frequency was set to every three years with 25,231,139 votes; the auditor was ratified with 26,510,876 votes for; and the 2025 Equity Omnibus Plan was approved with 25,425,033 votes for.

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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) November 7, 2025

ATLANTIC INTERNATIONAL CORP.

(Exact name of registrant as specified in charter)

Delaware

001-40760

46-5319744

(State or other Jurisdiction of  Incorporation or Organization)

(Commission File Number)

(IRS Employer  Identification No.)

270 Sylvan Avenue, Suite 2230
Englewood Cliffs, NJ						07632
(Address of Principal Executive Offices)						(zip code)

(201) 899-4470

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered or to be registered as pursuant to Section 12(b) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. o

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

As described under Item 5.07 of this Current Report on Form 8-K, at the Company’s 2025 Annual General Meeting of Stockholders held on November 7, 2025 (the “Annual Meeting”), the stockholders of the Company elected the following to serve as directors of the Company until the next Annual Meeting and until their successors are duly elected and qualified:

Jeffrey Jagid

Robert B. Machinist

Jeff Kurtz

David Solimine

David Pfeffer

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 7, 2025, the Company held its Annual General Meeting. Of the 59,525,488 shares of common stock of the Company outstanding on the record date of September 3, 2025, 26,274,428 shares were present at the Annual Meeting in person or by proxy, representing approximately 44.14% of the total outstanding shares eligible to vote and in excess of the one-third required for a quorum. All proposals passed, and the directors recommended by the Company were elected.

The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1 - Election of Directors

Name						Votes For						Votes Withheld						Broker Non-Votes
Jeffrey Jagid						26,195,849						78,579						236,626
Robert B. Machinist						26,134,042						140,386						236,626
Jeff Kurtz						25,913,202						361,226						236,626
David Solimine						25,917,024						357,404						236,626
David Pfeffer						26,201,367						73,061						236,626

Proposal 2 - Non-Binding Advisory on “Say on Pay” Vote

Votes For:			26,198,755
Votes Against:			75,663
Abstain:			10
Broker Non-Votes:			236,626

Proposal 3 - Non-Binding Advisory on the Frequency of the Future “Say on Pay” Votes - Every Three Years

One Year:			1,042,048
Two Years:			1,022
Three Years:			25,231,139
Abstain:			219
Broker Non-Votes:			236,626

Proposal 4 - The Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

Votes For:			26,510,876
Votes Against:			170
Abstain:			8
Broker Non-Votes:			N/A

Proposal 5 - Approval of the Company’s 2025 Equity Omnibus Plan

Votes For:			25,425,033
Votes Against:			849,387
Abstain:			8
Broker Non-Votes:			236,626

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

Dated: November 10, 2025			ATLANTIC INTERNATIONAL CORP.
			By:			/s/ Jeffrey Jagid
						Jeffrey Jagid
						Chief Executive Officer

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FAQ

What did ATLN announce in its 8-K about the 2025 Annual Meeting?

All proposals passed. Directors were elected, the “Say on Pay” was approved, frequency set to every three years, the auditor ratified, and the 2025 Equity Omnibus Plan approved.

What was ATLN’s shareholder turnout and quorum at the meeting?

26,274,428 shares were represented, which is 44.14% of the 59,525,488 shares outstanding on the record date, exceeding the one‑third quorum.

Which directors were elected to ATLN’s board?

Jeffrey Jagid, Robert B. Machinist, Jeff Kurtz, David Solimine, and David Pfeffer were elected to serve until the next annual meeting.

How did ATLN stockholders vote on the Say on Pay proposal?

26,198,755 votes for, 75,663 against, 10 abstain, with 236,626 broker non‑votes.

What frequency did ATLN stockholders select for future Say on Pay votes?

Every three years: 25,231,139 votes for three years; one year received 1,042,048; two years received 1,022; 219 abstained.

Was ATLN’s auditor ratified at the meeting?

Yes. Auditor ratification received 26,510,876 votes for, 170 against, and 8 abstentions.

Did ATLN approve the 2025 Equity Omnibus Plan?

Yes. The plan was approved with 25,425,033 votes for, 849,387 against, and 8 abstentions, with 236,626 broker non‑votes.