Cardinal Infrastructure (NASDAQ: CDNL) shareholders back board and auditor

Q: What did Cardinal Infrastructure Group Inc. (CDNL) vote on at the 2026 annual meeting?

Shareholders voted on two proposals : electing six directors to the board and ratifying Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Both proposals received strong shareholder support.

Q: How many Cardinal Infrastructure (CDNL) shares were represented at the 2026 annual meeting?

A total of 40,746,383 shares of Cardinal Infrastructure Group Inc. common stock were present or represented by proxy at the 2026 Annual Meeting of Stockholders, providing a substantial base of voting power for the proposals considered.

Q: Were all director nominees elected at Cardinal Infrastructure’s 2026 annual meeting?

All six director nominees were elected . Each nominee, including Jeremy Spivey, Richard M. Lee, Austin J. Shanfelter, Richard B. Wimmer, Anthony L. Wood Jr., and Ivy Zelman, received more than 40.1 million votes in favor and will serve until the 2027 meeting.

Q: How did Cardinal Infrastructure (CDNL) shareholders vote on the auditor ratification?

Shareholders strongly ratified Grant Thornton LLP as Cardinal Infrastructure’s independent registered public accounting firm for 2026, with 40,744,175 votes for, 101 against, and 2,107 abstentions, indicating broad support for the firm’s continued engagement.

Q: Who was elected with the highest support at Cardinal Infrastructure’s 2026 meeting?

Anthony L. Wood Jr. received the highest support , with 40,402,943 votes for, 3,705 against, and 1,967 abstentions. This reflected particularly strong shareholder backing among the six director nominees elected to the board.

Q: Where can investors find more details on Cardinal Infrastructure’s 2026 meeting proposals?

Further details are in the company’s Proxy Statement on Schedule 14A, filed with the SEC on April 24, 2026, which describes the director nominees and the proposal to ratify Grant Thornton LLP as the independent registered public accounting firm.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cardinal Infrastructure Group Inc. reported results of its 2026 Annual Meeting of Stockholders. Holders of 40,746,383 shares of common stock were present or represented by proxy. Stockholders elected six directors to serve until the 2027 annual meeting, with each nominee receiving over 40.1 million votes in favor and only modest opposition or abstentions. Stockholders also ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 40,744,175 votes for, 101 against, and 2,107 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented: 40,746,383 shares Votes for Jeremy Spivey: 40,337,736 votes Votes for Anthony L. Wood Jr.: 40,402,943 votes +4 more

7 metrics

Shares represented 40,746,383 shares Common stock present or by proxy at 2026 annual meeting

Votes for Jeremy Spivey 40,337,736 votes Director election, Proposal 1

Votes for Anthony L. Wood Jr. 40,402,943 votes Director election, Proposal 1

Votes for Ivy Zelman 40,389,218 votes Director election, Proposal 1

Auditor ratification votes for 40,744,175 votes Ratification of Grant Thornton LLP, Proposal 2

Auditor ratification votes against 101 votes Ratification of Grant Thornton LLP, Proposal 2

Auditor ratification abstentions 2,107 votes Ratification of Grant Thornton LLP, Proposal 2

Key Terms

Annual Meeting of Stockholders, Definitive Proxy Statement on Schedule 14A, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

Definitive Proxy Statement on Schedule 14A regulatory

"in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission"

broker non-votes financial

"Abstentions | | 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 Company’s 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.

ratify the appointment regulatory

"approved the proposal to ratify the appointment of Grant Thornton LLP"

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Understanding 8-K Material Events →

06/05/2026 - 04:02 PM

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 05, 2026

    

Cardinal Infrastructure Group Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-43004	39-3180206
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 E. Six Forks Road, #300
Raleigh, North Carolina		27609
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 919 324-1964

    

(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, $0.0001 Par Value	CDNL	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 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2026, Cardinal Infrastructure Group Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals presented at the Annual Meeting, which are described below and in further detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2026 (the “Proxy Statement”). Holders of 40,746,383 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting.

The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:

Proposal 1 (Election of Directors) — The Company’s stockholders elected the following six persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2027, or until his or her respective successor is duly elected and qualified. The following table sets forth the voting results for each director nominee:


Director Nominee	For	Against	Abstentions	Broker Non-Votes
Jeremy Spivey	40,337,736	68,911	1,968	337,768
Richard M. Lee	40,198,067	208,581	1,967	337,768
Austin J. Shanfelter	40,200,309	206,339	1,967	337,768
Richard B. Wimmer	40,200,580	206,339	1,696	337,768
Anthony L. Wood, Jr.	40,402,943	3,705	1,967	337,768
Ivy Zelman	40,389,218	17,450	1,947	337,768

Proposal 2 (Ratification of Grant Thornton LLP) — The Company’s stockholders approved the proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. The following table sets forth the voting results for this proposal:


For	Against	Abstentions
40,744,175	101	2,107

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.


			CARDINAL INFRASTRUCTURE GROUP INC.

Date:	June 5, 2026	By:	/s/ Mike Rowe
			Mike Rowe Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Cardinal Infrastructure Group Inc. (CDNL) vote on at the 2026 annual meeting?

Shareholders voted on two proposals: electing six directors to the board and ratifying Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Both proposals received strong shareholder support.

How many Cardinal Infrastructure (CDNL) shares were represented at the 2026 annual meeting?

A total of 40,746,383 shares of Cardinal Infrastructure Group Inc. common stock were present or represented by proxy at the 2026 Annual Meeting of Stockholders, providing a substantial base of voting power for the proposals considered.

Were all director nominees elected at Cardinal Infrastructure’s 2026 annual meeting?

All six director nominees were elected. Each nominee, including Jeremy Spivey, Richard M. Lee, Austin J. Shanfelter, Richard B. Wimmer, Anthony L. Wood Jr., and Ivy Zelman, received more than 40.1 million votes in favor and will serve until the 2027 meeting.

How did Cardinal Infrastructure (CDNL) shareholders vote on the auditor ratification?

Shareholders strongly ratified Grant Thornton LLP as Cardinal Infrastructure’s independent registered public accounting firm for 2026, with 40,744,175 votes for, 101 against, and 2,107 abstentions, indicating broad support for the firm’s continued engagement.

Who was elected with the highest support at Cardinal Infrastructure’s 2026 meeting?

Anthony L. Wood Jr. received the highest support, with 40,402,943 votes for, 3,705 against, and 1,967 abstentions. This reflected particularly strong shareholder backing among the six director nominees elected to the board.

Where can investors find more details on Cardinal Infrastructure’s 2026 meeting proposals?

Further details are in the company’s Proxy Statement on Schedule 14A, filed with the SEC on April 24, 2026, which describes the director nominees and the proposal to ratify Grant Thornton LLP as the independent registered public accounting firm.

Filing Exhibits & Attachments

1 document