Bakkt (BKKT) investors back board nominees, pay and 2026 audit firm

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Bakkt, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 23, 2026. Stockholders elected Michael Alfred and Lyn Alden as Class II directors to serve until the 2029 Annual Meeting or until their successors are elected and qualified.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the selection of Grant Thornton LLC as independent auditors for the fiscal year ending December 31, 2026. Voting was based on 30,761,371 Class A shares entitled to vote, with 18,919,712 shares present in person or by proxy.

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 entitled to vote: 30,761,371 shares Shares present or by proxy: 18,919,712 shares Votes for Michael Alfred: 12,378,430 shares +3 more

6 metrics

Shares entitled to vote 30,761,371 shares Class A common stock as of April 24, 2026 record date

Shares present or by proxy 18,919,712 shares Shares present or represented by proxy at 2026 annual meeting

Votes for Michael Alfred 12,378,430 shares Director election at 2026 annual meeting

Votes for Lyn Alden 12,156,770 shares Director election at 2026 annual meeting

Votes for executive compensation 11,321,210 shares Advisory say-on-pay vote at 2026 annual meeting

Votes for auditor ratification 18,373,303 shares Ratification of Grant Thornton LLC for fiscal year 2026

Key Terms

advisory (non-binding) basis, broker non-votes, Emerging growth company, independent auditors

4 terms

advisory (non-binding) basis financial

"To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers"

broker non-votes financial

"the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below"

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

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

independent auditors financial

"To ratify the selection of Grant Thornton LLC as independent auditors of the Company for the fiscal year ending December 31, 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 06:07 AM Accepted by SEC EDGAR 06/25/2026 - 06:19 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2026

Bakkt, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39544

41-2324812

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


3280 Peachtree Road NE, 7th Floor Atlanta, Georgia						30305
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (332) 203-3017

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 communication 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

Class A Common Stock, par value $0.0001 per share

BKKT

The New York Stock Exchange

Warrants to purchase Class A Common Stock

BKKT WS

The New York Stock Exchange

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

The following proposals were submitted to the stockholders of Bakkt, Inc. (the “Company”) at the 2026 Annual Meeting of Stockholders held on June 23, 2026 (the "Annual Meeting"):

•To elect Michael Alfred and Lyn Alden as Class II directors to serve as members of the Company’s Board of Directors until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

•To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers; and

•To ratify the selection of Grant Thornton LLC as independent auditors of the Company for the fiscal year ending December 31, 2026.

As of April 24, 2026, the record date for the Annual Meeting, the Company had 30,761,371 shares of its Class A common stock outstanding and entitled to vote. At the Annual Meeting, 18,919,712 shares were present in person or represented by proxy and entitled to vote. No votes were cast during the Annual Meeting. Based on the votes cast by proxy, each proposal passed, including the election of each director. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Election of Directors


NAME	FOR	AGAINST	ABSTAIN	NON VOTES
Michael Alfred	12,378,430	109,255	—	6,432,027
Lyn Alden	12,156,770	330,915	—	6,432,027

Advisory Vote to Approve Executive Compensation

11,321,210 FOR 1,032,093 AGAINST 134,382 ABSTAIN 6,432,027 NON VOTES

Ratification of Grant Thornton LLC as Independent Auditors of the Company

18,373,303 FOR 39,530 AGAINST 506,879 ABSTAIN 0 NON VOTES

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: June 25, 2026


			BAKKT, INC.

			By:			/s/ Marc D'Annunzio
			Name:			Marc D’Annunzio
			Title:			General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Bakkt (BKKT) shareholders decide at the 2026 annual meeting?

Bakkt shareholders elected two Class II directors, approved executive compensation on an advisory basis, and ratified Grant Thornton LLC as independent auditors for 2026. All proposals received sufficient proxy support to pass at the June 23, 2026 annual meeting.

Who was elected to Bakkt (BKKT) Class II director seats in 2026?

Stockholders elected Michael Alfred and Lyn Alden as Class II directors to Bakkt’s board. They will serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified, according to the reported voting results.

How many Bakkt (BKKT) shares were entitled to vote at the 2026 annual meeting?

As of April 24, 2026, Bakkt had 30,761,371 shares of Class A common stock outstanding and entitled to vote. At the annual meeting, 18,919,712 shares were present in person or represented by proxy and entitled to vote on the proposals.

What were the vote totals for Bakkt’s 2026 director elections?

For Michael Alfred, 12,378,430 shares voted for and 109,255 against, with 6,432,027 broker non-votes. For Lyn Alden, 12,156,770 shares voted for and 330,915 against, also with 6,432,027 broker non-votes reported in the director election table.

How did Bakkt (BKKT) shareholders vote on executive compensation in 2026?

The advisory vote on named executive officer compensation received 11,321,210 votes for, 1,032,093 against, and 134,382 abstentions, with 6,432,027 broker non-votes. This indicates shareholders approved the compensation plan on a non-binding basis at the 2026 annual meeting.

Did Bakkt (BKKT) ratify its independent auditors for fiscal 2026?

Yes. Shareholders ratified Grant Thornton LLC as Bakkt’s independent auditors for the fiscal year ending December 31, 2026, with 18,373,303 votes for, 39,530 against, and 506,879 abstentions, and no broker non-votes reported for this proposal.

Filing Exhibits & Attachments

4 documents