Gaia (NASDAQ: GAIA) investors re-elect full board and approve pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Gaia, Inc. reported the results of its annual shareholder meeting held on April 23, 2026. Shareholders elected six directors, each to serve until the 2027 annual meeting or until a successor is elected and qualified.

Each director nominee received over 61.7 million votes in favor, with votes withheld ranging from about 3.4 million to 3.7 million. Shareholders also approved a non-binding advisory proposal on Gaia’s executive compensation, with 10,402,490 votes for, 783,952 against, and 8,068 withheld.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Jirka Rysavy: 62,001,836 votes Votes withheld for Jirka Rysavy: 3,454,356 votes Votes for executive compensation: 10,402,490 votes +3 more

6 metrics

Votes for Jirka Rysavy 62,001,836 votes Director election at April 23, 2026 annual meeting

Votes withheld for Jirka Rysavy 3,454,356 votes Director election at April 23, 2026 annual meeting

Votes for executive compensation 10,402,490 votes Non-binding advisory say-on-pay proposal

Votes against executive compensation 783,952 votes Non-binding advisory say-on-pay proposal

Votes withheld on executive compensation 8,068 votes Non-binding advisory say-on-pay proposal

Votes for Keyur Patel 62,041,832 votes Director election at April 23, 2026 annual meeting

Key Terms

non-binding advisory proposal, executive compensation, broker non-votes, Annual Meeting

4 terms

non-binding advisory proposal financial

"Proposal 2 was a non-binding advisory proposal to approve Gaia’s executive compensation."

executive compensation financial

"Proposal 2 was a non-binding advisory proposal to approve Gaia’s executive compensation."

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

broker non-votes financial

"Director Nominee | Votes For | Votes Withheld | Broker Non-Votes"

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.

Annual Meeting financial

"The Company held its Annual Meeting on April 23, 2026."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

Understanding 8-K Material Events →

04/29/2026 - 05:10 PM

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): April 23, 2026

    

GAIA, INC.

(Exact name of Registrant as Specified in Its Charter)


Colorado	000-27517	84-1113527
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

833 West South Boulder Road
Louisville, Colorado		80027
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (303) 222-3600

    

(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	GAIA	Nasdaq Global Market

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.

The Company held its Annual Meeting on April 23, 2026. At the Annual Meeting, the shareholders of the Company voted on two proposals as described below.

1. The Company’s shareholders elected six directors, each to serve until the 2027 annual meeting of shareholders, or until his or her successor has been duly elected and qualified, subject to earlier resignation or removal. Each nominee for director was elected by a vote of the shareholders as follows:


Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Jirka Rysavy	62,001,836	3,454,356	–
Kristin Frank	62,021,850	3,434,342	–
Keyur Patel	62,041,832	3,414,360	–
Paul Sutherland	61,775,037	3,681,155	–
Anaal Udaybabu	62,041,738	3,414,454	–
Kimberly Arem	61,900,924	3,555,268	–

2. Proposal 2 was a non-binding advisory proposal to approve Gaia’s executive compensation. This proposal was approved.

     Votes For

     Votes Against
 
     Votes Withheld

     Broker Non-Votes

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 thereunto duly authorized.


			GAIA, INC.

Date:	April 29, 2026	By:	/s/ Ned Preston
			Name: Ned Preston Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Gaia (GAIA) shareholders decide at the 2026 annual meeting?

Gaia shareholders elected six directors to serve until the 2027 annual meeting and approved a non-binding advisory vote on executive compensation. All director nominees received strong majority support, and the say-on-pay proposal passed with over 10.4 million votes in favor.

Who was elected to Gaia (GAIA)’s board of directors in 2026?

Shareholders elected Jirka Rysavy, Kristin Frank, Keyur Patel, Paul Sutherland, Anaal Udaybabu, and Kimberly Arem as directors. Each will serve until the 2027 annual shareholder meeting or until a successor is elected and qualified, subject to earlier resignation or removal under company governance.

How did Gaia (GAIA) shareholders vote on executive compensation?

Gaia’s non-binding advisory proposal to approve executive compensation was approved. The vote totals were 10,402,490 shares for, 783,952 against, and 8,068 withheld, indicating clear majority support for the company’s executive pay practices as presented for the advisory shareholder vote.

How strong was support for Gaia (GAIA) director nominee Jirka Rysavy?

Director nominee Jirka Rysavy received 62,001,836 votes for and 3,454,356 votes withheld. This indicates substantial shareholder backing for his continued service on Gaia’s board, consistent with the strong support shown for all six director nominees at the 2026 annual meeting.

Did Gaia (GAIA) report any broker non-votes at the 2026 annual meeting?

For both the director elections and the non-binding advisory vote on executive compensation, the reported broker non-votes column shows a dash. In the provided voting tables, this indicates no broker non-votes were recorded or disclosed for these specific proposals.

Filing Exhibits & Attachments

1 document