[8-K] FitLife Brands, Inc. Reports Material Event

Rhea-AI Filing Summary

FitLife Brands, Inc. reported the results of its 2025 Annual Meeting of Stockholders. All five nominated directors were elected by plurality, with vote tallies showing strong support: Dayton Judd 6,586,405 for / 4,528 withheld, Grant Dawson 6,516,060 for / 74,873 withheld, Matt Lingenbrink 6,523,190 for / 67,743 withheld, Seth Yakatan 6,425,713 for / 165,220 withheld, and Shannon Pappas 6,523,190 for / 67,743 withheld. Each will serve until the 2026 Annual Meeting.

Stockholders approved the non-binding advisory vote on executive compensation with 6,521,001 for / 64,922 against / 5,010 abstain. They selected a triennial frequency for future advisory votes on compensation (5,979,100 for 3 years), and ratified Weinberg & Company, P.A. as independent auditors for the 2025 fiscal year (8,161,128 for / 10 against / 6 abstain).

Positive

• All five nominated directors were elected, each receiving a majority of votes cast and securing board continuity through the 2026 Annual Meeting.
• Advisory approval of executive compensation passed with 6,521,001 votes in favor, indicating shareholder support for the company’s named executive officers’ pay disclosure.
• Stockholders chose a three-year cycle for future say-on-pay votes (5,979,100 votes for 3 years), reducing the frequency of advisory compensation votes.
• Auditors ratified: Weinberg & Company, P.A. was ratified as independent auditors with 8,161,128 votes in favor, signaling near-unanimous support.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine governance outcomes—board slate re-elected, say-on-pay approved for three-year cycles, auditors ratified; governance continuity maintained.

These results reflect clear shareholder backing of the incumbent board and the company’s executive compensation approach. The plurality election method produced decisive vote totals for each nominee, with relatively low withheld votes except for one director showing higher withholds. The non-binding advisory vote on pay passed comfortably, and stockholders favored a triennial say-on-pay, limiting the frequency of advisory input on compensation. Ratification of Weinberg & Company, P.A. as auditors was nearly unanimous, supporting continuity in external audit oversight. Overall, outcomes are governance-affirming but carry no direct financial effect.

Securities Analyst

TL;DR: Shareholder votes indicate solid support for management and governance arrangements; results are unlikely to move near-term valuation.

Vote totals show strong majority backing across director elections and the advisory compensation measure, suggesting limited shareholder activism on these items. The preference for a three-year advisory cadence reduces recurring proxy engagement on pay, which may lower periodic governance event risk. Auditor ratification was overwhelmingly in favor, minimizing near-term auditor transition risk. These are governance and compliance outcomes rather than operational or financial developments, so market impact should be muted absent other news.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

Commission File Number: 000-52369

FitLife Brands, Inc.

(Exact name of registrant as specified in its charter.)

Nevada	20-3464383
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5214 S. 136th Street, Omaha, Nebraska 68137

(Address of principal executive offices)

402-333-5260

(Registrant's Telephone number)

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:

☐	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 exchange on which registered
Common Stock, par value $0.01 per share	FTLF	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 August 12, 2025, FitLife Brands, Inc. held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

Proposal No. 1 – Election of Directors

		For			Withhold
Dayton Judd		6,586,405			4,528
Grant Dawson		6,516,060			74,873
Matt Lingenbrink		6,523,190			67,743
Seth Yakatan		6,425,713			165,220
Shannon Pappas		6,523,190			67,743

The Company’s Directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above were elected to serve on the Board of Directors until the 2026 Annual Meeting of Stockholders, or until their successors are elected and qualified.

Proposal No. 2 – Advisory Vote to Approve Executive Compensation

		For			Against			Abstain
Votes		6,521,001			64,922			5,010

The vote required to approve the non-binding advisory vote on executive compensation paid to the Company’s named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as reported in the Company’s definitive proxy statement filed on June 24, 2025. 

Proposal No. 3 – Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation

		1 Year				2 Years			3 Years			Abstain
Votes			605,602			2,695			5,979,100			3,536

Based upon the results of the advisory votes of this Proposal No. 3, the Board has determined that a non-binding advisory vote on executive compensation will be presented to stockholders every three years. The next required vote on the frequency of such advisory vote on executive compensation will be at the Company’s 2031 Annual Meeting of Stockholders. 

Proposal No. 4 – Ratification of Appointment of Auditors

		For			Against			Abstain
Votes		8,161,128			10			6

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent auditors for the fiscal year ending December 31, 2025.

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.

	FitLife Brands, Inc.
August 13, 2025	By:	/s/ Dayton Judd
		Dayton Judd
		Chief Executive Officer

FAQ

What were the results of FitLife Brands (FTLF) director elections?

All five nominees were elected by plurality. Key tallies include Dayton Judd 6,586,405 for / 4,528 withheld and Seth Yakatan 6,425,713 for / 165,220 withheld.

Did FTLF stockholders approve the advisory vote on executive compensation?

Yes. The non-binding advisory vote passed with 6,521,001 for / 64,922 against / 5,010 abstain.

How often will FitLife present advisory votes on executive compensation going forward?

Stockholders selected a three-year frequency. The 3-year option received 5,979,100 votes, so the company will present say-on-pay every three years.

Were the company’s auditors ratified by shareholders?

Yes. Shareholders ratified Weinberg & Company, P.A. as independent auditors with 8,161,128 votes for / 10 against / 6 abstain.

Until when will the elected directors serve?

Each elected director will serve until the 2026 Annual Meeting of Stockholders or until their successor is elected and qualified.