73% of Forge Global Investors Vote Against Executive Compensation Package

Rhea-AI Filing Summary

Forge Global Holdings held its 2025 Annual Meeting of Stockholders on June 20, with 69.27% of voting shares represented. Key outcomes include:

• Director Elections (Passed): All three Class III directors were elected: - Kelly Rodriques (5.79M votes for) - Ashwin Kumar (5.56M votes for) - Brian McDonald (6.31M votes for)
• Executive Compensation Vote (Failed): Shareholders rejected the "say-on-pay" proposal with 4.45M votes against versus 1.61M votes for, signaling significant dissatisfaction with executive compensation practices
• KPMG Appointment (Approved): Shareholders overwhelmingly ratified KPMG LLP as independent auditor with 99.98% approval (8.67M votes for)
• Stock Option Plan Amendment (Rejected): Proposal to amend the 2022 Stock Option and Incentive Plan was defeated with 4.87M votes against versus 1.19M votes for, indicating shareholder resistance to potential equity dilution

Positive

• Strong shareholder participation with 69.27% of voting power represented at the Annual Meeting
• Near-unanimous approval (99.98%) of KPMG LLP as independent auditor, indicating strong confidence in financial oversight
• All three Class III director nominees successfully elected with substantial majorities (ranging from 88% to 99% approval of votes cast excluding abstentions)

Negative

• Shareholders strongly rejected executive compensation package with 73.4% voting against the say-on-pay proposal, signaling serious concerns about executive remuneration
• Significant shareholder disapproval of the 2022 Stock Option and Incentive Plan amendment with 80.3% voting against, indicating major misalignment with shareholder interests on equity compensation
• Two major compensation-related proposals (say-on-pay and stock incentive plan) failing to pass suggests substantial governance concerns and potential need for compensation structure overhaul

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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): June 20, 2025

Forge Global Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39794			99-4383083
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

4 Embarcadero Center Floor 15 San Francisco, California (Address of principal executive offices) 94111 (Zip Code)

(415) 881-1612

(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 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

Common Stock, $0.0001 par value per share

FRGE

NYSE

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  o

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.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Forge Global Holdings, Inc. (the “Company”) was held on June 20, 2025. Present at the Annual Meeting in person or by proxy were holders of 8,676,660 shares of the Company’s common stock, representing 69.27% of the voting power of the shares of the Company’s common stock as of April 24, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

At the Annual Meeting, the Company’s stockholders elected the Company’s nominees for Class III directors and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposals 2 and 4 did not pass by the required margin of vote.

Proposal 1 - Election of directors:

Director			Votes For			Votes Withheld			Broker Non-Votes
Kelly Rodriques			5,789,742			529,230			2,357,688
Ashwin Kumar			5,558,174			760,798			2,357,688
Brian McDonald			6,305,852			13,120			2,357,688

Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,608,396			4,453,130			257,446			2,357,688

Proposal 3 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

Votes For			Votes Against			Abstentions
8,674,938			1,359			363

Proposal 4 - Approval of an amendment to the Company’s 2022 Stock Option and Incentive Plan:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,192,664			4,868,295			258,013			2,357,688

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Forge Global Holdings, Inc.
Date: June 24, 2025			By:			/s/ Kelly Rodriques
			Name:			Kelly Rodriques
			Title:			Chief Executive Officer

FAQ

What were the voting results for FRGE's executive compensation (Say-on-Pay) proposal in June 2025?

FRGE shareholders rejected the Say-on-Pay proposal with 4,453,130 votes against compared to only 1,608,396 votes in favor. The proposal failed to receive majority support, with 257,446 abstentions and 2,357,688 broker non-votes.

Who were the Class III directors elected to FRGE's board in the 2025 Annual Meeting?

Three Class III directors were elected: Kelly Rodriques (received 5,789,742 votes in favor), Ashwin Kumar (received 5,558,174 votes in favor), and Brian McDonald (received 6,305,852 votes in favor). McDonald received the highest support among the three directors.

Did FRGE shareholders approve the amendment to the 2022 Stock Option and Incentive Plan?

No, FRGE shareholders rejected the amendment to the 2022 Stock Option and Incentive Plan. The proposal received 1,192,664 votes in favor versus 4,868,295 votes against, with 258,013 abstentions and 2,357,688 broker non-votes.

What was the shareholder participation rate at FRGE's 2025 Annual Meeting?

The Annual Meeting had a 69.27% participation rate, with holders of 8,676,660 shares present in person or by proxy. This represented the voting power of the shares as of the April 24, 2025 record date, constituting a quorum for business.

Was KPMG LLP approved as FRGE's auditor for fiscal year 2025?

Yes, shareholders overwhelmingly approved KPMG LLP as FRGE's independent registered public accounting firm for FY2025, with 8,674,938 votes in favor, only 1,359 votes against, and 363 abstentions.