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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): November 4, 2026
DOLPHIN
ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
| Florida |
001-38331 |
86-0787790 |
| (State
or other jurisdiction |
(Commission
|
(IRS
Employer |
| of
incorporation) |
File
Number) |
Identification
No.) |
150
Alhambra Circle, Suite 1200,
Coral Gables, Florida
33134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area
code (305) 774
-0407
Not Applicable
(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, $0.015 par value per share |
|
DLPN |
|
The Nasdaq
Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 November 4, 2026, the Company held its annual
meeting of shareholders (the “Annual Meeting”). A total of 14,205,401 votes of the Company’s voting capital stock
were present or represented by proxy at the Annual Meeting, representing approximately seventy and one half percent (70.5%) of the votes
entitled to be cast by the Company’s shareholders as of September 15, 2026, the record date for the Annual Meeting.
At the Annual Meeting, two (2) proposals were
submitted for a vote of the Company’s shareholders and the related results are as follows:
Proposal No. 1: The election of William
O’Dowd, IV, Mirta Negrini, Michael Espensen, Nelson Famadas, Hilarie Bass, Nicholas Stanham and Claudia Grillo for terms until the
next succeeding annual meeting of shareholders or until such director’s successor shall have been duly elected and qualified. The
shareholders elected the seven (7) directors by the following votes:
| Name | |
For | |
Withheld | |
Broker Non-Votes |
| William O’Dowd, IV | |
| 10,361,805 | | |
| 301,396 | | |
| 3,542,200 | |
| Mirta Negrini | |
| 10,359,771 | | |
| 303,430 | | |
| 3,542,200 | |
| Michael Espensen | |
| 10,091,814 | | |
| 571,387 | | |
| 3,542,200 | |
| Nelson Famadas | |
| 10,172,742 | | |
| 490,459 | | |
| 3,542,200 | |
| Hilarie Bass | |
| 10,432,176 | | |
| 231,025 | | |
| 3,542,200 | |
| Nicholas Stanham | |
| 10,172,742 | | |
| 490,459 | | |
| 3,542,200 | |
| Claudia Grillo | |
| 10,463,277 | | |
| 199,924 | | |
| 3,542,200 | |
Proposal No. 2: The shareholders ratified
Grant Thornton LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026, by the
following votes:
| Votes For | |
| 14,148,914 | |
| Votes Against | |
| 8,550 | |
| Abstentions | |
| 47,937 | |
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.
| |
|
|
|
|
|
|
| |
|
|
|
DOLPHIN ENTERTAINMENT, INC. |
| |
|
|
|
| Date: November 5, 2026 |
|
|
|
By: |
|
/s/
Mirta A. Negrini |
| |
|
|
|
|
|
Mirta A. Negrini |
| |
|
|
|
|
|
Chief Financial Officer |