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Fusemachines (NASDAQ: FUSE) OKs directors, larger 2025 equity plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fusemachines Inc. held its 2026 Annual Meeting of Stockholders, where stockholders elected three Class I directors, approved an equity incentive plan amendment, and ratified the company’s auditor. Shares of common stock entitled to vote totaled 28,938,266, with 24,896,070 shares present in person or by proxy, representing about 86.0% of eligible shares and establishing a quorum.

Stockholders elected Bharat Krish, Tim Gocher, and Salman Alam as Class I directors. They also approved an amendment to the 2025 Omnibus Equity Incentive Plan to increase the maximum number of shares available to participants by 2,000,000 shares to a total of 3,500,000 shares. In addition, KNAV CPA LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

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Insights

Routine shareholder meeting confirms board slate, equity plan expansion, and auditor.

Fusemachines Inc. reported voting results from its 2026 Annual Meeting of Stockholders. All three Class I director nominees were elected, maintaining board continuity. The meeting achieved a strong quorum, with 24,896,070 of 28,938,266 entitled shares present, or about 86.0%.

Stockholders approved an amendment to the 2025 Omnibus Equity Incentive Plan, increasing the share pool by 2,000,000 shares to an aggregate 3,500,000 shares of common stock, supporting future equity-based compensation. They also ratified KNAV CPA LLP as the independent registered public accounting firm for the fiscal year ending on December 31, 2026, keeping the audit relationship in place.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares entitled to vote 28,938,266 shares Common stock entitled to vote at 2026 Annual Meeting
Shares represented 24,896,070 shares Present in person or by proxy at meeting (~86.0%)
Equity plan increase 2,000,000 shares Additional common shares added to 2025 Omnibus Equity Incentive Plan
Total equity plan pool 3,500,000 shares Aggregate shares available under 2025 Omnibus Equity Incentive Plan after amendment
Plan amendment votes for 11,215,677 votes Approval of 2025 Omnibus Equity Incentive Plan amendment
Plan amendment votes against 10,384,348 votes Opposed to 2025 Omnibus Equity Incentive Plan amendment
Auditor ratification votes for 24,874,384 votes Ratification of KNAV CPA LLP for fiscal year ending December 31, 2026
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
quorum financial
"which represented approximately 86.0% of the outstanding shares entitled to vote at the Annual Meeting and which constituted a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Omnibus Equity Incentive Plan financial
"2025 Omnibus Equity Incentive Plan, as amended (the “Plan”)"
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
Broker Non-Votes financial
"Votes For | | Withheld | | Broker Non-Votes Bharat Krish"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"KNAV CPA LLP as the independent registered public accounting firm of the Company"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

What did Fusemachines (FUSE) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on three items: electing three Class I directors, approving an amendment to the 2025 Omnibus Equity Incentive Plan to increase available shares, and ratifying KNAV CPA LLP as independent registered public accounting firm for the year ending December 31, 2026.

How many Fusemachines (FUSE) shares were represented at the 2026 Annual Meeting?
A total of 24,896,070 shares were present in person or by proxy out of 28,938,266 shares entitled to vote. This represented approximately 86.0% of outstanding shares entitled to vote, which was sufficient to constitute a quorum for transacting business at the meeting.

What change was approved to Fusemachines’ 2025 Omnibus Equity Incentive Plan?
Stockholders approved an amendment to the 2025 Omnibus Equity Incentive Plan increasing the maximum number of common shares available to plan participants by 2,000,000 shares. This brings the aggregate share limit under the plan to 3,500,000 shares of Fusemachines common stock available for equity awards.

Who were elected as Class I directors of Fusemachines (FUSE) in 2026?
Stockholders elected Bharat Krish, Tim Gocher, and Salman Alam as Class I directors. Each director will serve a three-year term, or until a successor is duly elected and qualified, or until earlier death, resignation, disqualification, or removal under the company’s governance provisions.

Which audit firm did Fusemachines (FUSE) stockholders ratify for fiscal 2026?
Stockholders ratified KNAV CPA LLP as Fusemachines’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received 24,874,384 votes for, 4,056 votes against, and 17,630 abstentions, indicating broad stockholder support for the auditor.

What were the vote results on Fusemachines’ equity plan amendment?
On the equity incentive plan amendment, Fusemachines recorded 11,215,677 votes for, 10,384,348 votes against, and 1,202 abstentions, with 3,294,843 broker non-votes. The measure passed, authorizing an increase of 2,000,000 shares, bringing the aggregate plan share pool to 3,500,000 shares.

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Understanding 8-K Material Events →
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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 9, 2026

 

FUSEMACHINES INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware   001-42909   98-1602789
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

200 West 41st Street, 21st Floor    
New York, NY   10036
(Address of Principal Executive Offices)   (Zip Code)

 

(347) 212-5075

(Registrant’s telephone number, including area code)

 

 

(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
Common stock, $0.0001 par value per share   FUSE   The Nasdaq Stock Market LLC
Warrants to purchase shares of Common Stock   FUSEW   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 June 9, 2026, Fusemachines Inc. (the “Company” or “Fusemachines”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of common stock entitled to vote at the Annual Meeting was 28,938,266, and there were 24,896,070 shares present in person or by proxy at the Annual Meeting, which represented approximately 86.0% of the outstanding shares entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business.

 

At the Annual Meeting, the shareholders voted to:

 

(1) Elect Salman Alam, Bharat Krish, and Tim Gocher, as Class I directors to serve for a term of three years or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

 

(2) Approve an amendment to the Company’s 2025 Omnibus Equity Incentive Plan, as amended (the “Plan”) to, among other things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 3,500,000 shares.

 

(3) Ratify the appointment of KNAV CPA LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

 

The voting results on these proposals were as follows:

 

Proposal 1: Election of three Class I directors

 

Director  Votes For  Withheld  Broker Non-Votes
Bharat Krish  20,983,953  617,274  3,294,843
Tim Gocher  11,228,062  10,373,165  3,294,843
Salman Alam  20,983,989  617,238  3,294,843

 

Proposal 2: Approval of the amendment to the Company’s 2025 Omnibus Equity Incentive Plan, as amended, to increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 3,500,000 shares.

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
11,215,677  10,384,348  1,202  3,294,843

 

Proposal 3: Ratification of the appointment of KNAV CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Votes For  Votes Against  Abstentions
24,874,384  4,056  17,630

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number   Description
10.1   Fusemachines Inc. 2025 Omnibus Equity Incentive Plan (as amended April 24, 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.

 

    FUSEMACHINES INC.
       
Date: June 9, 2026 By: /s/ Sameer Maskey
     

Sameer Maskey

Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

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