[8-K] Falcon's Beyond Global, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Falcon's Beyond Global, Inc. held its 2025 annual meeting on August 12, 2025. Stockholders elected Sandy Beall as a Class II director to serve until the 2028 Annual Meeting; the vote tally was 107,930,687 votes for, 827,335 votes withheld and 4,932,513 broker non-votes. Shareholders also ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with votes of 113,038,013 for, 178,378 against and 36 abstentions. These results confirm board continuity and the auditor engagement as reported.

Positive

• Sandy Beall elected as Class II director with 107,930,687 votes in favor
• KPMG LLP ratified as independent registered public accounting firm with 113,038,013 votes in favor

Negative

• 827,335 votes were recorded as withheld for the director election
• 4,932,513 broker non-votes were recorded in the director election

Insights

Corporate Governance Expert

TL;DR Board continuity affirmed with Sandy Beall elected; vote totals show clear majority support with measurable withheld and broker non-votes.

The election of Sandy Beall as a Class II director, with 107,930,687 votes in favor, indicates a decisive shareholder majority for the nominee and establishes his term through the 2028 Annual Meeting. The presence of 827,335 withheld votes and 4,932,513 broker non-votes is notable as a factual element of the record, but the reported totals demonstrate that a substantial number of shares participated in the director election. This is a routine governance outcome that preserves the board’s composition as disclosed.

Audit / Financial Analyst

TL;DR Shareholders ratified KPMG LLP as auditor by an overwhelming margin, with negligible abstentions.

Shareholders ratified KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 113,038,013 votes for, 178,378 against and 36 abstentions. The vote totals indicate strong shareholder support for the auditor engagement and continuity of the external audit relationship for the stated fiscal year. There are no audit-related qualifications or additional disclosures in the provided text.

false00019379870001937987fbyd:ClassCommonStockParValue0.0001PerShareMember2025-08-122025-08-120001937987fbyd:WarrantsExchangeableFor025SharesOfClassACommonStockOnOctober62028Member2025-08-122025-08-1200019379872025-08-122025-08-12

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): August 12, 2025

FALCON’S BEYOND GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41833		92-0261853
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1768 Park Center Drive

Orlando, FL 32835

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (407) 909-9350

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, par value $0.0001 per share		FBYD		The Nasdaq Stock Market LLC
Warrants exchangeable for 0.25 shares of Class A common stock on October 6, 2028		FBYDW		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 ☒

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 August 12, 2025, Falcon’s Beyond Global, Inc. (the “Company,” “our” or “we”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the matters set forth below.

Proposal No. 1 – Election of Director

Our stockholders elected Sandy Beall as Class II director to serve until the 2028 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. We set forth below the results of the stockholder vote for each director nominee:

	Votes Cast For		Votes Withheld		Broker Non-Votes
Sandy Beall	107,930,687		827,335		4,932,513

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. We set forth below the results of the stockholder vote on this proposal:

Votes Cast For		Votes Cast Against		Abstentions
113,038,013		178,378		36

1

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: August 12, 2025		FALCON’S BEYOND GLOBAL, INC.
		By:		/s/ Bruce A. Brown
		Name:		Bruce A. Brown
		Title:		Chief Legal Officer and Corporate Secretary

2

FAQ

Who was elected at Falcon's Beyond Global (FBYDW) 2025 annual meeting?

Stockholders elected Sandy Beall as a Class II director to serve until the 2028 Annual Meeting.

What were the vote totals for Sandy Beall in the FBYDW election?

The vote totals were 107,930,687 for, 827,335 withheld and 4,932,513 broker non-votes.

Was KPMG LLP ratified as Falcon's Beyond Global's auditor (FBYDW)?

Yes. KPMG LLP was ratified for the fiscal year ending December 31, 2025 with 113,038,013 for, 178,378 against and 36 abstentions.

How many broker non-votes were reported at the FBYDW annual meeting?

The filing reports 4,932,513 broker non-votes in the director election.

How long will Sandy Beall serve as a director following the election?

Sandy Beall will serve as a Class II director until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified.