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  4. [8-K] Coda Octopus Group, Inc. Reports Material Event

Coda Octopus shareholders back board, pay plan

Coda Octopus Group’s 2026 annual meeting saw all director nominees elected and advisory support for executive pay and the external auditor.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
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.
Votes for Annmarie Gayle 6,349,996 votes Election of director at the September 8, 2026 annual meeting; 51,816 votes withheld
Votes for auditor ratification 6,380,510 votes for Ratification of Frazier & Deeter, LLC; 8,855 against, 12,447 abstain
Say-on-pay support 6,116,270 votes for Advisory vote on executive compensation; 188,174 against, 97,368 abstain
Votes for Blair Cunnigham 5,546,864 votes Election of director; 854,948 votes withheld
Votes for Tal Goldhamer 5,547,332 votes Election of director; 854,480 votes withheld
independent registered public accounting firm financial
"Ratification of Appointment of Frazier & Deeter, LLC. as the Company’s independent registered public accounting firm"
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.
advisory basis financial
"Approval on an advisory basis of executive compensation"
Nasdaq market
"Common Stock | CODA | Nasdaq"
The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

FAQ

What matters did Coda Octopus Group (CODA) stockholders vote on at the 2026 annual meeting?
Stockholders voted on three items: election of seven directors, ratification of Frazier & Deeter, LLC as independent registered public accounting firm, and advisory approval of executive compensation. All three proposals received more votes in favor than against.

Were all Coda Octopus Group (CODA) director nominees elected at the 2026 annual meeting?
Yes. All seven director nominees, including Annmarie Gayle and the other six named individuals, were elected. Each nominee received more votes For than votes Withheld, such as Gayle with 6,349,996 votes for and 51,816 withheld.

How did Coda Octopus Group (CODA) stockholders vote on the auditor ratification?
Stockholders ratified Frazier & Deeter, LLC as Coda Octopus Group’s independent registered public accounting firm, with 6,380,510 votes for, 8,855 against, and 12,447 abstentions. This indicates clear support for continuing with the same audit firm.

What was the outcome of the advisory vote on executive compensation for CODA?
Stockholders approved Coda Octopus Group’s executive compensation on an advisory basis, with 6,116,270 votes for, 188,174 against, and 97,368 abstentions. This reflects overall stockholder support for the company’s current executive pay practices as presented.

Which exchange is Coda Octopus Group (CODA) listed on according to this filing?
The filing states that Coda Octopus Group’s common stock is listed on Nasdaq under the trading symbol CODA, indicating that its shares trade on that national securities exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 8, 2026

 

CODA OCTOPUS GROUP, INC.

(Name of Small Business Issuer in its Charter)

 

Delaware   001-38154   34-2008348

(State or other jurisdiction

of incorporation or organization

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

3300 S Hiawassee Rd., Suite 104-105

Orlando, Florida 32835

(Address, Including Zip Code of Principal Executive Offices)

 

863-937-8985

(Issuer’s telephone number)

 

 

(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 (see General Instruction A.2. below):

 

☐ 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   CODA   Nasdaq

 

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 8, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following matters were submitted to a vote of the stockholders of the Company:

 

      For   Against   Abstain   Withheld
                   
1 Election of Directors                
                   
  Annmarie Gayle   6,349,996   -0-       51,816
  Michael Hamilton   5,169,915   -0-       1,231,897
  Robert Harcourt   5,387,582   -0-       1,014,230
  Gwenael Rouy-Poirier   5,385,337   -0-       1,016,475
  Blair Cunnigham   5,546,864   -0-       854,948
  Stephen Hemedes   5,547,558   -0-       854,254
  Tal Goldhamer   5,547,332   -0-       854,480
                   
2 Ratification of Appointment of Frazier & Deeter, LLC. as the Company’s independent registered public accounting firm   6,380,510   8,855   12,447    
                   
3 Approval on an advisory basis of executive compensation   6,116,270   188,174   97,368    

 

 

 

 

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.

 

Dated: September 10, 2026

 

  Coda Octopus Group, Inc.
   
  By: /s/ Annmarie Gayle
    Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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