[8-K] CANTALOUPE, INC. Reports Material Event

Rhea-AI Filing Summary

Cantaloupe, Inc. reported the results of its 2026 annual meeting of shareholders held on November 19, 2025. Shareholders elected all nominated directors, with each nominee receiving more than 44 million votes in favor and only modest votes against or abstentions, indicating broad support for the existing board.

Shareholders also approved, on an advisory basis, the company’s named executive officer compensation, with 43,273,038 votes for and 2,131,446 votes against, plus 114,641 abstentions and 8,779,764 broker non-votes. In addition, investors ratified the appointment of Deloitte & Touche LLP as Cantaloupe’s independent registered public accounting firm for the fiscal year ending June 30, 2025, with 53,945,487 votes for, 306,674 against, and 46,728 abstentions.

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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

November 19, 2025

Date of Report (date of earliest event reported)

Cantaloupe, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania			001-33365						23-2679963
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
101 Lindenwood Drive, Suite 405			Malvern			Pennsylvania			19355
(Address of Principal Executive Offices)									(Zip Code)

(610) 989-0340

Registrant's telephone number, including area code

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, no par value			CTLP			The NASDAQ Global Select 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. o

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

On November 19, 2025, Cantaloupe, Inc. (the “Company”) held the Company’s 2026 annual meeting of shareholders (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.

1. Election of Directors

Each nominee for director was elected, and the voting results were as follows:

Nominee						Votes for						Votes against						Abstentions						Broker Non-Votes
Douglas G. Bergeron						45,255,968						234,670						28,487						8,779,764
Lisa P. Baird						45,233,375						254,520						31,230						8,779,764
Ian Harris						45,291,745						194,818						32,562						8,779,764
Jacob Lamm						45,238,008						249,043						32,074						8,779,764
Michael K. Passilla						44,102,838						1,386,432						29,855						8,779,764
Ellen Richey						45,290,835						198,060						30,230						8,779,764
Anne M. Smalling						45,211,220						277,163						30,742						8,779,764
Ravi Venkatesan						45,295,942						194,696						28,487						8,779,764
Shannon S. Warren						45,290,798						196,906						31,421						8,779,764

2. Advisory Vote on named executive officer compensation.

The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the Company’s proxy statement for the Annual Meeting, and the voting results were as follows:

Votes for						43,273,038
Votes against						2,131,446
Abstentions						114,641
Broker Non-Votes						8,779,764

3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year ending June 30, 2025.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 was approved, and the voting results were as follows:

Votes for						53,945,487
Votes against						306,674
Abstentions						46,728

Item 9.01 Financial Statements and Exhibits

Exhibit Number			Ex. Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Cantaloupe, Inc.

Date: November 21, 2025

By: /s/ Anna Novoseletsky

Anna Novoseletsky

Chief Legal & Compliance Officer and General Counsel

FAQ

What did Cantaloupe, Inc. (CTLP) announce in this 8-K filing?

Cantaloupe, Inc. reported the final voting results from its 2026 annual meeting of shareholders held on November 19, 2025, covering director elections, executive compensation, and auditor ratification.

Were all Cantaloupe, Inc. (CTLP) director nominees elected at the 2026 annual meeting?

Yes. All named director nominees, including Douglas G. Bergeron, Lisa P. Baird, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan, and Shannon S. Warren, were elected with strong majorities of votes for each.

How did Cantaloupe, Inc. (CTLP) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the named executive officer compensation, with 43,273,038 votes for, 2,131,446 votes against, 114,641 abstentions, and 8,779,764 broker non-votes.

Did Cantaloupe, Inc. (CTLP) shareholders ratify Deloitte & Touche LLP as auditor?

Yes. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2025 was ratified with 53,945,487 votes for, 306,674 against, and 46,728 abstentions.

What corporate matters were decided at Cantaloupe, Inc.’s 2026 annual meeting?

Shareholders voted on three main items: election of directors, an advisory vote on named executive officer compensation, and ratification of Deloitte & Touche LLP as the independent auditor for fiscal 2025.

Who signed the Cantaloupe, Inc. (CTLP) 8-K reporting the annual meeting results?

The report was signed on behalf of Cantaloupe, Inc. by Anna Novoseletsky, Chief Legal & Compliance Officer and General Counsel.