Jan Stern Reed gains key committee roles on GMR Solutions (GMRS) board

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

GMR Solutions Inc. filed an amended current report to update the role of director Jan Stern Reed. She had been appointed to the Board effective May 12, 2026 as Lead Independent Director without committee assignments disclosed at that time.

As of July 1, 2026, her preliminary committee assignments have been finalized. Ms. Reed is now serving as Chair of the Board’s Nominating, Corporate Governance and Compliance Committee and as a member of the Board’s Audit Committee, clarifying her governance responsibilities.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board appointment effective date: May 12, 2026 Committee assignments effective date: July 1, 2026

2 metrics

Board appointment effective date May 12, 2026 Jan Stern Reed appointed to Board as Lead Independent Director

Committee assignments effective date July 1, 2026 Preliminary committee assignments for Jan Stern Reed finalized

Key Terms

Lead Independent Director, Nominating, Corporate Governance and Compliance Committee, Audit Committee

3 terms

Lead Independent Director financial

"As of the filing of the Original 8-K, Ms. Reed was the Lead Independent Director"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

Nominating, Corporate Governance and Compliance Committee financial

"Ms. Reed is serving as the Chair of the Board’s Nominating, Corporate Governance and Compliance Committee"

Audit Committee financial

"and a member of the Board’s Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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Understanding 8-K Material Events →

Available on EDGAR 07/08/2026 - 08:33 AM Accepted by SEC EDGAR 07/08/2026 - 08:33 AM

FAQ

What change did GMR Solutions Inc. (GMRS) report about its Board on this 8-K/A?

GMR Solutions Inc. reported finalized committee assignments for director Jan Stern Reed. She will chair the Nominating, Corporate Governance and Compliance Committee and serve on the Audit Committee, clarifying her governance responsibilities after her earlier Board appointment.

When did Jan Stern Reed join the GMR Solutions Inc. (GMRS) Board?

Jan Stern Reed joined the GMR Solutions Board effective May 12, 2026. At that time, she was named Lead Independent Director but had not yet been assigned to any Board committees, which this amended filing now updates.

Which committee does Jan Stern Reed chair at GMR Solutions Inc. (GMRS)?

Jan Stern Reed serves as Chair of GMR Solutions’ Nominating, Corporate Governance and Compliance Committee. This role gives her primary responsibility for overseeing board nominations, governance policies, and compliance-related oversight within the company’s board structure.

Is Jan Stern Reed on the Audit Committee at GMR Solutions Inc. (GMRS)?

Yes. The filing states that Jan Stern Reed is a member of the Board’s Audit Committee. This adds formal responsibilities in overseeing financial reporting, internal controls, and audit matters alongside her role chairing another key committee.

From what date are Jan Stern Reed’s committee assignments at GMR Solutions Inc. effective?

The filing states that Jan Stern Reed’s preliminary committee assignments were finalized as of July 1, 2026. From that date, she serves as Chair of the Nominating, Corporate Governance and Compliance Committee and as an Audit Committee member.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of

The Securities Exchange Act of 1934

May 12, 2026

Date of Report

(Date of earliest event reported)

GMR Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43289

47-3615769

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

4400 Hwy 121, Suite 700,

Lewisville, TX

75056

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 459-4919

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	Name of each exchange on which registered:
Class A common stock, par value $0.0001 per share	GMRS	New York Stock Exchange

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. ☐

EXPLANATORY NOTE

On May 18, 2026, GMR Solutions Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) including Item 5.02(d) disclosure regarding the appointment of Jan Stern Reed to the Company’s Board of Directors (the “Board”), effective May 12, 2026. As of the filing of the Original 8-K, Ms. Reed was the Lead Independent Director but was not assigned to any committees of the Board.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of July 1, 2026, Ms. Reed’s preliminary committee assignments have been finalized. Ms. Reed is serving as the Chair of the Board’s Nominating, Corporate Governance and Compliance Committee and a member of the Board’s Audit Committee.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

	GMR Solutions Inc.

Date: July 8, 2026
	By:	/s/ Thomas Cook
	Name:	Thomas Cook
	Title:	Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents