Coda Octopus Group, Inc. filings document governance actions for the company’s Nasdaq-listed operating company structure. The available 8-K record reports annual-meeting voting results, including director elections, ratification of the independent registered public accounting firm and the advisory vote on executive compensation.
These disclosures relate to board composition, auditor oversight and stockholder approval matters for a marine technology, acoustics and defense engineering company whose public communications also reference periodic financial reporting.
Coda Octopus Group, Inc. (CODA) reports that director Goldhamer Tal currently does not beneficially own any of its securities. A holding line dated September 8, 2026 shows zero common shares held directly. A footnote states this does not include 4,945 shares scheduled to vest on September 8, 2027.
Coda Octopus Group, Inc. (CODA) received an initial ownership report from director Stephen Nathaniel Hemedes, who states that he does not currently beneficially own any of the company’s securities. A footnote explains this excludes 3,956 shares that are scheduled to vest on September 8, 2027.
Coda Octopus Group, Inc. (CODA) reported higher sales and earnings for the quarter and nine months ended July 31, 2026. Quarterly net revenues were $7.7 million, up from $7.1 million a year earlier, with net income of $1.39 million versus $1.28 million and diluted EPS of $0.12 versus $0.11.
For the first nine months of fiscal 2026, net revenues rose to $21.3 million from $19.3 million, and net income increased to $4.0 million from $3.1 million, with diluted EPS of $0.36 versus $0.27. The business remains profitable across all three segments and held $31.7 million in cash with modest liabilities of $6.1 million. Gross margins stayed in the mid‑60% range, though slightly below the prior year, and operating cash flow for the nine months was $3.4 million. Results reflect a new $438,588 contingent earn‑out expense for the PAL acquisition, higher effective tax rates, and geopolitical and tariff headwinds in Middle East and Asian markets.
Coda Octopus Group, Inc. (CODA) reports the results of its September 8, 2026 annual stockholder meeting. Stockholders elected all seven nominated directors, including Annmarie Gayle, Michael Hamilton, Robert Harcourt, Gwenael Rouy-Poirier, Blair Cunnigham, Stephen Hemedes, and Tal Goldhamer, with each receiving more votes "For" than "Withheld".
Stockholders also ratified Frazier & Deeter, LLC as the independent registered public accounting firm, with 6,380,510 votes for, 8,855 against, and 12,447 abstentions. In addition, they approved, on an advisory basis, the company’s executive compensation, with 6,116,270 votes for, 188,174 against, and 97,368 abstentions.
Coda Octopus Group, Inc. (CODA) has an updated Schedule 13G/A (Amendment No. 5) reporting the ownership of Bryan Ezralow and the Bryan Ezralow 1994 Trust. Bryan Ezralow is reported to beneficially own 682,641 shares of common stock, representing 6.05% of the outstanding shares, based on 11,280,754 shares outstanding as of June 15, 2026. Of this amount, 653,708 shares are held by the Bryan Ezralow 1994 Trust, over which he has sole voting and dispositive power, and 28,933 shares are held by the Ezralow Marital Trust, over which he shares voting and dispositive power. Separately, the 1994 Trust itself is reported as a beneficial owner of 653,708 shares, or 5.79% of the same share base, with sole voting and dispositive power.
Coda Octopus Group, Inc. is holding its 2026 virtual annual meeting on September 8, 2026, at 12:00 p.m. Eastern to elect seven directors, ratify Frazier & Deeter LLC as auditor for 2026, and hold an advisory vote on executive compensation.
Stockholders of record on July 30, 2026, when 11,280,754 common shares were outstanding, are entitled to one vote per share. The board is chaired by CEO Annmarie Gayle, with a majority of directors deemed independent under NASDAQ rules, and fully independent audit, compensation, and nominating committees.
In fiscal 2025, CEO Annmarie Gayle received $305,000 in salary and a $100,000 bonus; President of Technology Blair Cunningham received $266,539 in salary and other compensation of $37,287. The company maintains 2017 and 2021 stock incentive plans and a claw back policy adopted in 2023.
Frazier & Deeter billed $469,000 in audit and related fees for 2025 versus $361,125 for 2024. As of July 28, 2026, directors and executive officers as a group beneficially owned 2,199,266 shares, or 19.5% of outstanding common stock, with significant outside holders each owning between 7.8% and 9.9%.
Coda Octopus Group, Inc. is holding its 2026 virtual annual meeting on September 8, 2026, where stockholders will vote to elect seven directors, ratify Frazier & Deeter LLC as auditor for 2026, and approve on an advisory basis the compensation of named executive officers.
Holders of record of common stock at the close of business on July 30, 2026, when 11,280,754 shares were outstanding, are entitled to one vote per share. The board is majority independent and operates Audit, Compensation, and Nominating Committees; Michael Hamilton is the audit committee financial expert. Executive pay is relatively concentrated in cash: in 2025, CEO Annmarie Gayle received $305,000 in salary and a $100,000 bonus, while President of Technology Blair Cunningham earned $266,539 in salary. The company maintains 2017 and 2021 stock incentive plans and a claw back policy effective September 7, 2023.
As of July 28, 2026, directors and executive officers as a group beneficially owned 2,199,266 shares, or 19.5% of the common stock, including 18.97% attributed to CEO Gayle and her spouse. Several outside investors each hold between about 7.8% and 9.9% of the shares. Audit fees paid to Frazier & Deeter were $469,000 for 2025 and $361,125 for 2024.
Coda Octopus Group, Inc. reports that its Chief Financial Officer, Kelly Mark, currently does not beneficially own any of its securities.
A footnote explains that equity awards valued at $40,000 are scheduled to vest in two equal annual installments commencing October 2027.
Coda Octopus Group is transitioning its finance leadership. Interim Chief Financial Officer Gayle Jardine will retire from her role effective August 3, 2026. The company has finalized the appointment of Mark Kelly as Chief Financial Officer, effective the same date, with a three-month probationary period that may be extended by two months at the company’s discretion.
Kelly brings extensive finance experience from roles at Medac Pharma, Chubb Insurance, Twist Bioscience, and Charles River Laboratories. He will receive an annual base salary of £165,000 (approximately $218,625 using a stated exchange rate of $1.325) and may be eligible for discretionary annual bonuses. He is also being granted restricted stock valued at $40,000, vesting in two equal annual installments starting October 31, 2027, subject to performance milestones.
Coda Octopus Group director Michael J. Hamilton received a stock award of 1,102 shares of Common Stock as compensation for director services. The shares were granted at no cash cost to him and are classified as a grant or award acquisition. Following this award, he directly holds 6,635 shares of Coda Octopus Group common stock. The filing shows a routine compensation-related equity grant rather than an open-market purchase or sale.