[8-K] Bridgeline Digital, Inc. Reports Material Event

Rhea-AI Filing Summary

Bridgeline Digital, Inc. held its 2025 Annual Meeting of Stockholders on September 16, 2025, with holders representing 56.2% of the 12,112,068 shares eligible to vote. Stockholders elected directors to three-year terms, approved the company's 2025 Stock Incentive Plan, provided an advisory vote on named executive officer compensation, and ratified PKF O'Connor Davies, LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2025.

The filing reports vote outcomes and indicates the presence of broker non-votes for multiple items. Specific vote tallies are included in the filing text but some counts appear adjacent to different proposals and are not explicitly labeled by director name.

Insights

Corporate Governance Expert

TL;DR: Routine annual meeting actions were completed: directors elected, equity plan approved, and advisory compensation vote recorded.

The recorded actions are consistent with standard corporate governance practice for a public company. Election of directors to three-year terms and approval of a stock incentive plan represent governance continuity and provide management with equity compensation flexibility. The advisory vote on executive compensation was held as required; the filing lists vote counts and broker non-votes but does not provide further commentary on vote margins or dissent trends. Impact on shareholder rights appears routine based on the disclosed items.

Audit/Accounting Analyst

TL;DR: Auditor ratification was approved, maintaining continuity of external audit services for fiscal 2025.

Stockholder ratification of PKF O'Connor Davies, LLP as the independent registered public accounting firm is a standard, non-controversial matter that preserves audit continuity. The filing does not disclose any auditor-related reservations, fees, or accounting disagreements. The presence of broker non-votes is noted but the document does not indicate material opposition that would affect financial reporting or audit independence.

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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): September 16, 2025

BRIDGELINE DIGITAL, INC.

(Exact Name of Registrant as

Specified in Its Charter)

Delaware

(State or Other Jurisdiction of

Incorporation)

001-33567		52-2263942
(Commission File Number)		(IRS Employer Identification No.)
100 Sylvan Road, Suite G700, Woburn, MA		01801
(Address of Principal Executive Offices)		(Zip Code)

(781) 376-5555

(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 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	BLIN	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 5.07 Submission of Matters to a Vote of Security Holders

On September 16, 2025, Bridgeline Digital, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Meeting”). Stockholders present at the Meeting, either in person or by proxy, represented 56.2% of the 12,112,068 shares eligible to vote at the Meeting. Set forth below is a brief summary of the matters voted on and the voting results for each proposal:

(1) Proposal 1 – The Company’s stockholders elected the following directors to serve on the Board of Directors for a term of three (3) years and until their respective successors are duly elected and qualified:

	For	Withheld	Broker Non-Votes
Kenneth Galaznick	2,932,185	49,825	3,822,472
Michael Ketslakh	2,949,261	32,749	3,822,472

(2) Proposal 2 – The Company’s stockholders voted to approve the Bridgeline Digital, Inc. 2025 Stock Incentive Plan:

For	Against	Abstain	Broker Non-Votes
2,554,373	381,253	46,383	3,822,473

(3) Proposal 3 – The Company’s stockholders voted to hold an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement:

For	Against	Abstain	Broker Non-Votes
2,864,547	106,350	11,113	3,822,472

(4) Proposal 4 – The Company’s stockholders ratified the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2025:

For	Against	Abstain	Broker Non-Votes
6,676,014	103,292	25,176	-

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.

	BRIDGELINE DIGITAL, INC.
	(Registrant)
Date: September 18th, 2025
	By:	/s/ Thomas R. Windhausen
		Thomas R. Windhausen
		Chief Financial Officer

FAQ

What percentage of BLIN shares were represented at the 2025 Annual Meeting?

Stockholders representing 56.2% of the 12,112,068 eligible shares were present in person or by proxy.

Were directors elected at Bridgeline Digital's 2025 Annual Meeting (BLIN)?

Yes. Stockholders elected the company's directors to serve three-year terms and until their successors are duly elected and qualified.

Did BLIN approve a stock incentive plan at the 2025 meeting?

Yes. Stockholders voted to approve the Bridgeline Digital, Inc. 2025 Stock Incentive Plan.

Was the company's auditor for fiscal 2025 ratified?

Yes. Stockholders ratified PKF O'Connor Davies, LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2025.

Was there an advisory vote on executive compensation (BLIN)?

Yes. The company held a non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.