Banzai International (NASDAQ: BNZI) posts 2025 meeting vote results

Rhea-AI Filing Summary

Banzai International, Inc. reported the results of its 2025 annual shareholder meeting held on January 15, 2026. A total of 5,846,443 shares of common stock, representing 51.18% of the voting power entitled to vote, were represented by proxy, establishing a quorum.

Shareholders voted on two proposals. Director Mason Ward received 3,082,968 votes for, 60,364 against, and 10,990 abstain/withheld, and was re-elected to the Board under the Company’s plurality voting standard. Shareholders also approved the appointment of Bush & Associates CPA LLC as independent auditors for the year ending December 31, 2025, with 5,540,026 votes for, 262,180 against, and 44,237 abstaining, and authorized the Board to fix their remuneration.

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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): January 15, 2026

Banzai International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39826		85-3118980
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

435 Ericksen Ave, Suite 250 Bainbridge Island, Washington		98110
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (206) 414-1777

(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
Class A common stock, par value $0.0001 per share		BNZI		The Nasdaq Capital Market
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50		BNZIW		The Nasdaq Capital Market

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 January 15, 2026, Banzai International, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on two proposals. At the beginning of the Annual Meeting, 5,846,443 shares of common stock, which represents 51.18% of the voting power of the shares entitled to vote at the Annual Meeting, were represented by proxy, which constituted a quorum for the transaction of business.

We are filing this Current Report on Form 8-K to disclose the voting results from the Annual Meeting.

1. To re-elect one (1) director to the Company’s board of directors (the “Board”).

Name		For			Against			Abstain/Withheld
Mason Ward		3,082,968			60,364			10,990

2. To approve, ratify and confirm the re-appointment of Bush & Associates CPA LLC as the Company’s independent auditors for the year ending December 31, 2025, and to authorize the Board of Directors to fix their remuneration.

For			Against			Abstain
5,540,026			262,180			44,237

Since our directors are elected by a plurality of the voting power, Mr. Ward was re-elected to our Board; the shareholders also approved appointing Bush & Associates CPA LLC as the Company’s independent auditors for the year ending December 31, 2025, and authorizing the Board of Directors to fix their remuneration.

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: January 15, 2026

	BANZAI INTERNATIONAL, INC.
	By:	/s/ Joseph Davy
		Joseph Davy
		Chief Executive Officer

FAQ

What did Banzai International, Inc. (BNZI) shareholders vote on at the 2025 annual meeting?

Shareholders of Banzai International, Inc. (BNZI) voted on two proposals at the 2025 annual meeting: the election of director Mason Ward and the approval of Bush & Associates CPA LLC as the Company’s independent auditors for the year ending December 31, 2025, including authorization for the Board of Directors to fix the auditors’ remuneration.

Was there a quorum at Banzai International, Inc.'s 2025 annual shareholder meeting?

Yes. At the start of the 2025 annual meeting, 5,846,443 shares of common stock, representing 51.18% of the voting power of shares entitled to vote, were represented by proxy, which constituted a quorum for conducting business.

What were the voting results for director Mason Ward at BNZI's 2025 annual meeting?

Director Mason Ward received 3,082,968 votes for, 60,364 votes against, and 10,990 abstain/withheld. Because directors are elected by a plurality of the voting power, these results led to Mr. Ward being re-elected to the Board of Directors.

Which audit firm did BNZI shareholders approve for the year ending December 31, 2025?

Shareholders approved Bush & Associates CPA LLC as Banzai International, Inc.’s independent auditors for the year ending December 31, 2025. The proposal received 5,540,026 votes for, 262,180 votes against, and 44,237 abstentions, and included authorization for the Board to fix the auditors’ remuneration.

How many BNZI shares were represented at the 2025 annual meeting and what percentage of voting power did they represent?

A total of 5,846,443 shares of Banzai International, Inc. common stock were represented by proxy at the 2025 annual meeting, representing 51.18% of the voting power of shares entitled to vote.

What type of filing reported Banzai International, Inc.'s 2025 annual meeting voting results?

The results of Banzai International, Inc.’s 2025 annual shareholder meeting, including the director election and auditor appointment, were reported in a Form 8-K filed under the item covering submission of matters to a vote of security holders.