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

Rhea-AI Filing Summary

Coda Octopus Group, Inc. reported results from a shareholder vote where its board nominees were elected and key matters were approved. Shareholders elected Annmarie Gayle with 6,919,337 votes for and 174,456 against; Michael Hamilton with 6,515,638 for and 578,155 against; Robert Harcourt with 6,817,481 for and 276,312 against; Gwenael Rouy-Poirier with 6,816,731 for and 277,062 against; and Blair Cunningham with 6,585,813 for and 507,980 against.

Shareholders ratified the appointment of Frazier & Deeter, LLC as the company’s independent registered public accounting firm with 7,060,865 votes for, 31,348 against and 1,580 abstentions. An advisory vote on executive compensation was approved with 7,016,633 for, 43,303 against and 30,857 abstentions.

Positive

• All nominated directors were elected with clear majority vote counts indicating shareholder support
• Appointment of Frazier & Deeter, LLC was ratified decisively (7,060,865 for)
• Advisory approval of executive compensation passed with 7,016,633 votes for

Negative

• None.

Insights

Financial Analyst

TL;DR: Shareholders overwhelmingly approved board nominees, the auditor appointment, and advisory pay, indicating governance continuity.

The vote tallies show strong majority support across director elections and routine corporate matters, suggesting no immediate market-impact governance disruptions. The relatively low counts against and abstentions for the auditor ratification and advisory compensation suggest investor alignment with management on these items. These results are routine for an annual meeting and do not indicate material change to the company’s financial position.

Corporate Governance Expert

TL;DR: Vote outcomes reflect standard shareholder approval thresholds and continuity in corporate oversight.

Each director received a clear majority of votes cast, and the auditor ratification passed decisively. The advisory executive compensation vote also received strong support, which reduces immediate governance risk. The presence of modest opposition on some nominees is typical and does not by itself imply governance failures or imminent board turnover.

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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 10, 2025

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 10, 2025, 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			6,919,337				-0-								174,456
		Michael Hamilton			6,515,638				-0-								578,155
		Robert Harcourt			6,817,481				-0-								276,312
		Gwenael Rouy-Poirier			6,816,731				-0-								277,062
		Blair Cunnigham			6,585,813				-0-								507,980
2		Ratification of Appointment of Frazier & Deeter, LLC. as the Company’s independent registered public accounting firm			7,060,865				31,348				1,580
3		Approval on an advisory basis of executive compensation			7,016,633				43,303				30,857

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 16, 2025

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

FAQ

Who was elected to Coda Octopus Group's board (CODA)?

Annmarie Gayle, Michael Hamilton, Robert Harcourt, Gwenael Rouy-Poirier, and Blair Cunningham were elected with majority vote counts listed in the filing.

What were the vote totals to ratify the independent auditor for CODA?

Frazier & Deeter, LLC was ratified with 7,060,865 votes for, 31,348 against and 1,580 abstentions.

Did shareholders approve executive compensation at CODA?

Yes. The advisory vote on executive compensation passed with 7,016,633 votes for, 43,303 against and 30,857 abstentions.

Were there significant dissenting votes in the CODA meeting?

The filing shows some votes against and abstentions for certain directors and proposals, but the majority support was decisive for all matters disclosed.

Does this 8-K report any changes to management or material transactions for CODA?

No. The disclosed items are shareholder vote results; the filing does not state any management changes or material transactions.