STOCK TITAN
  1. Home
  2. Sec-filings
  3. BEEP
  4. [8-K] Mobile Infrastructure Corp Reports Material Event

Mobile Infrastructure (NASDAQ: BEEP) adds 3M incentive shares and elects full board

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

Rhea-AI Filing Summary

Mobile Infrastructure Corporation reported results of its 2026 annual stockholder meeting. Stockholders approved an Amended and Restated 2023 Incentive Award Plan that increases the number of common shares available for equity awards by 3,000,000, supporting future stock-based compensation.

Six directors, including Stephanie Hogue and Manuel Chavez III, were elected to serve until the 2027 annual meeting. Stockholders also ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Incentive shares increase 3,000,000 shares Additional common stock available under 2023 Incentive Award Plan
Votes for Hogue 27,148,965 votes Election of director Stephanie Hogue at 2026 annual meeting
Votes for Chavez III 27,173,899 votes Election of director Manuel Chavez III at 2026 annual meeting
Votes for incentive plan 26,971,096 votes Approval of Amended and Restated Incentive Award Plan
Votes against incentive plan 1,228,600 votes Opposition to Amended and Restated Incentive Award Plan
Votes for auditor ratification 31,128,467 votes Ratification of Grant Thornton LLP for fiscal year 2026
Votes against auditor ratification 15,086 votes Opposition to Grant Thornton LLP as auditor for 2026
Amended and Restated Incentive Award Plan financial
"the Amended and Restated Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan"
broker non-votes financial
"Director Nominee | | 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 December 31, 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.
definitive Proxy Statement regulatory
"detailed summary of the Amended and Restated Incentive Award Plan set forth in “Proposal 3 — Amended and Restated Incentive Award Plan” in the Company’s definitive Proxy Statement"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
emerging growth company regulatory
"Emerging growth company"
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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0001847874 0001847874 2026-06-18 2026-06-18 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): June 18, 2026

 

 

 

MOBILE INFRASTRUCTURE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-40415   32-0777356
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

30 W. 4th Street

Cincinnati, Ohio

   45202
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (513) 834-5110

 

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

Common Stock, $0.0001 par value per share   BEEP   The Nasdaq Stock Market 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The board of directors (the “Board”) of Mobile Infrastructure Corporation (the “Company”) previously adopted, subject to stockholder approval, the Amended and Restated Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan (the “Amended and Restated Incentive Award Plan”), which was approved by the stockholders on June 18, 2026 at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Among other changes, the Amended and Restated Incentive Award Plan will increase the number of shares of common stock available for issuance by 3,000,000. 

 

The foregoing summary of the Amended and Restated Incentive Award Plan is qualified in its entirety by reference to the detailed summary of the Amended and Restated Incentive Award Plan set forth in “Proposal 3 — Amended and Restated Incentive Award Plan” in the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 23, 2026, and to the full text of the Amended and Restated Incentive Award Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

At the 2026 Annual Meeting, the stockholders of the Company (i) elected six (6) nominees to the Board of the Company, each to hold office until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal; (ii) approved the ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) approved the Amended and Restated Incentive Award Plan.

 

Proposal 1 – Election of Directors

 

At the 2026 Annual Meeting, the Company’s stockholders elected the six (6) nominees listed below to serve on the Board, each to hold office until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. The results of the voting were as follows:

 

Director Nominee 

Votes For

  

Votes Withheld

  

Broker Non-Votes

 
Stephanie Hogue   27,148,965    1,104,401    2,911,544 
Manuel Chavez, III   27,173,899    1,079,467    2,911,544 
David Garfinkle   27,194,353    1,059,013    2,911,544 
Danica Holley   27,194,365    1,059,001    2,911,544 
Damon Jones   26,305,222    1,948,144    2,911,544 
Jeffrey B. Osher   26,761,949    1,491,417    2,911,544 

 

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

 

At the 2026 Annual Meeting, the Company’s stockholders approved the ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the voting were as follows:

 

Votes For

  

Votes Against

   Abestentions   Broker Non-Votes 
31,128,467    15,086    21,357    — 

 

Proposal 3 – Approval of the Amended and Restated Incentive Award Plan

 

At the 2026 Annual Meeting, the Company’s stockholders approved the Amended and Restated Incentive Award Plan. The results of the voting were as follows:

 

Votes For

  

Votes Against

   Abestentions   Broker Non-Votes 
26,971,096    1,228,600    53,670    2,911,544 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

   Description
     
10.1   Amended and Restated Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan
     
104   Cover Page Interactive Data file (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  MOBILE INFRASTRUCTURE CORPORATION
     
Date: June 18, 2026 By:

/s/ Stephanie Hogue

  Name: Stephanie Hogue
  Title: President and Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Mobile Infrastructure Corporation (BEEP) stockholders approve at the 2026 annual meeting?

Stockholders approved three key items: election of six directors, ratification of Grant Thornton LLP as auditor for 2026, and an Amended and Restated 2023 Incentive Award Plan adding 3,000,000 shares for future equity incentives.

How many new shares did BEEP add to its 2023 Incentive Award Plan?

The Amended and Restated Incentive Award Plan increases the common stock available for issuance by 3,000,000 shares. These additional shares are reserved for equity awards to directors, executives, and employees under the company’s 2023 incentive program.

Which directors were elected to Mobile Infrastructure Corporation’s board in 2026?

Stockholders elected six directors: Stephanie Hogue, Manuel Chavez III, David Garfinkle, Danica Holley, Damon Jones, and Jeffrey B. Osher. Each will serve until the 2027 annual meeting, or earlier departure, subject to standard corporate governance provisions.

Who is Mobile Infrastructure Corporation’s independent auditor for 2026?

Stockholders ratified Grant Thornton LLP as Mobile Infrastructure Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026, confirming the firm’s role in auditing the company’s financial statements for that period.

How did BEEP stockholders vote on the Amended and Restated Incentive Award Plan?

The incentive plan received 26,971,096 votes for, 1,228,600 votes against, 53,670 abstentions, and 2,911,544 broker non-votes. This outcome reflects clear approval among voting shares for the expanded equity award capacity.

What were the vote results for ratifying Grant Thornton LLP as BEEP’s auditor?

Ratification of Grant Thornton LLP received 31,128,467 votes for, 15,086 votes against, and 21,357 abstentions, with no broker non-votes. The strong support confirms stockholder backing for the company’s chosen independent auditor for 2026.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents