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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
September
2, 2026
Date of Report (Date of earliest event reported)
Elite Express Holding Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-42811 |
|
99-2516128 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
23046 Avenida De La Carlota, Suite 600
Laguna Hills, CA |
|
92653 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(949) 758-0650
Registrant’s telephone number, including
area code
N/A
(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:
| ¨ |
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 |
| Class A Common Stock |
|
ETS |
|
The Nasdaq Stock Market LLC |
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 x
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2026, Elite Express Holding Inc.
(the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual
Meeting, the Company’s stockholders approved the Elite Express Holding Inc. 2026 Stock Incentive Plan (the “2026 Incentive
Plan”), which had previously been adopted by the Company’s Board of Directors on July 10, 2026, subject to stockholder
approval.
The 2026 Incentive Plan provides for grants of
stock options, restricted stock, restricted stock units and other cash- or stock-based awards to eligible employees, directors and consultants,
with an initial share reserve of 6,000,000 shares of Class A common stock and 2,000,000 shares of Class B common stock, subject to annual
increases and other adjustments provided under the plan. The 2026 Incentive Plan is administered by the Compensation Committee of the
Board, which determines the recipients and terms of awards. The amounts that may be received by the Company’s executive officers
under the 2026 Incentive Plan are not presently determinable.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders
voted on the matters described below.
(1) The Company’s stockholders re-elected
five directors, each to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly
elected or appointed. The voting results for each director nominee are summarized in the table below:
| Director Nominee | |
Votes For | |
Votes Against | |
Abstentions |
| Huan Liu | |
101,447,601 | |
9,805 | |
5,413 |
| Yidan Chen | |
101,454,347 | |
3,059 | |
5,413 |
| Huaqin He | |
101,454,347 | |
3,059 | |
5,413 |
| Jianing Lu | |
101,454,347 | |
3,059 | |
5,413 |
| Huanhuan Tian | |
101,454,347 | |
3,059 | |
5,413 |
There were 1,133,134 broker non-votes with respect
to the election of the five directors.
(2) The Company’s stockholders ratified
the appointment of Audit Alliance LLP as the independent registered public accounting firm of the Company for the fiscal year ending November 30,
2026 (the “Appointment”). The voting results for the Appointment are summarized in the table below:
| Votes For | |
Votes Against | |
Abstentions |
| 102,590,571 | |
5,379 | |
3 |
There were no broker non-votes with respect to
the ratification of the Appointment.
(3) The Company’s stockholders approved
the 2026 Incentive Plan. The voting results for the 2026 Incentive Plan are summarized in the table below:
| Votes For | |
Votes Against | |
Abstentions |
| 101,438,876 | |
22,939 | |
1,004 |
There were 1,133,134 broker non-votes with respect to the approval
of the 2026 Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit |
| 10.1 |
|
Elite Express Holding Inc. 2026 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 10, 2026) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: September 8, 2026
| |
Elite Express Holding Inc. |
| |
|
|
| |
By: |
/s/ Yidan Chen |
| |
|
Yidan Chen |
| |
|
Chief Executive Officer, President and Director |
