Grindr (NYSE: GRND) investors approve directors, auditor and pay votes

Rhea-AI Filing Summary

Grindr Inc. reported the results of its 2026 annual meeting of stockholders. As of the April 9, 2026 record date, 177,218,700 shares of common stock were outstanding and entitled to vote. A quorum was present.

Stockholders elected eight directors to serve until the 2027 annual meeting, with each nominee receiving over 124 million votes for, in most cases. They also ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

Stockholders approved an amendment and restatement of the 2022 Equity Incentive Plan and gave advisory approval to compensation for named executive officers. In the advisory vote on frequency of future say-on-pay votes, stockholders favored annual votes, and the Board chose to hold these votes every year through at least the 2032 annual meeting.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Shares outstanding entitled to vote: 177,218,700 shares Auditor ratification votes for: 134,312,043 votes Equity Incentive Plan votes for: 125,330,925 votes +4 more

7 metrics

Shares outstanding entitled to vote 177,218,700 shares Common stock outstanding as of April 9, 2026 record date

Auditor ratification votes for 134,312,043 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Equity Incentive Plan votes for 125,330,925 votes Approval of amended and restated 2022 Equity Incentive Plan

Say-on-pay votes for 99,524,561 votes Advisory vote on named executive officer compensation

Say-on-frequency one-year votes 124,932,009 votes Preference for annual advisory vote on executive compensation

Director George Arison votes for 124,989,002 votes Election to Board until 2027 annual meeting

Refrained shares by major stockholder 15,850,593 shares Shares not voted by G. Raymond Zage, III on each proposal

Key Terms

broker non-votes, independent registered public accounting firm, Equity Incentive Plan, advisory vote, +1 more

5 terms

broker non-votes financial

"the votes cast with respect to each matter, and if applicable, the number of abstentions and 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.

independent registered public accounting firm financial

"ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm"

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.

Equity Incentive Plan financial

"approved the amendment and restatement of the Grindr Inc. 2022 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

advisory vote financial

"The result of the advisory vote on compensation of the Company’s named executive officers was as follows"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Say-on-Frequency Proposal financial

"the frequency of the future advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”)"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

False000182014400018201442026-06-022026-06-02

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 2, 2026

________________________

Grindr Inc.

(Exact name of registrant as specified in its charter)

________________________

Commission file number 001-39714

________________________

Delaware						92-1079067
(State or other jurisdiction of incorporation)						(IRS Employer Identification No.)
PO Box 69176, 750 N. San Vicente Blvd., Suite RE 1400, West Hollywood, California						90069
(Address of Principal Executive Offices)						(Zip Code)

(310) 776-6680

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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			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			GRND			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. ☐

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

2026 Annual Meeting of Stockholders

On June 2, 2026, Grindr Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. As of April 9, 2026, the record date for the Annual Meeting, 177,218,700 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted on at the Annual Meeting, as well as the votes cast with respect to each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). For the reasons described in the Proxy Statement, G. Raymond Zage, III, a major stockholder and member of the Company’s Board of Directors (the “Board”) refrained from voting 15,850,593 shares of common stock on each of the proposals, representing his holdings in excess of the voting percentage he held prior to the commencement of the Company’s stock repurchase program.

Proposal One: Election of Directors

The Company’s stockholders elected the eight persons listed below to serve on the Board until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. The final voting results are as follows:

			Votes For						Votes Withheld						Broker Non-Votes
George Arison			124,989,002						16,564,252						8,672,230
Daniel Brooks Baer			120,090,047						21,463,207						8,672,230
Chad Cohen			119,445,236						22,108,018						8,672,230
J. Michael Gearon, Jr.			122,906,867						18,646,387						8,672,230
Lisa Gersh			124,902,920						16,650,334						8,672,230
Fadi Hanna			125,113,267						16,439,987						8,672,230
Rob Solomon			125,125,830						16,427,424						8,672,230
G. Raymond Zage, III			124,911,474						16,641,780						8,672,230

Proposal Two: Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

Votes For						Votes Against						Abstentions
134,312,043						43,252						15,870,189

Proposal Three: Amendment and Restatement of the Grindr Inc. 2022 Equity Incentive Plan

The Company’s stockholders approved the amendment and restatement of the Grindr Inc. 2022 Equity Incentive Plan, as previously amended and restated in 2024. The final voting results are as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
125,330,925						354,048						15,868,281						8,672,230

Proposal Four: Advisory vote on compensation of the Company’s named executive officers

The result of the advisory vote on compensation of the Company’s named executive officers was as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
99,524,561						26,157,979						15,870,714						8,672,230

Proposal Five: Advisory vote regarding the frequency of the future advisory votes on named executive officers’ compensation

The result of the advisory proposal regarding the frequency of the future advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”) was as follows:

“ONE YEAR”						“TWO YEARS”						“THREE YEARS”						Abstentions						Broker Non-Votes
124,932,009						3,205						763,280						15,854,760						8,672,230

In response to the voting results on the Say-on-Frequency Proposal and other factors, the Board determined that the Company will hold an advisory vote on named executive officer compensation every year. The Company will continue to hold advisory votes on named executive officer compensation every year until the Board decides to hold the next stockholder advisory vote on the frequency of advisory votes, which shall be no later than the Company’s 2032 annual meeting of stockholders.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.						Description
10.1						Grindr Inc. Amended and Restated 2022 Equity Incentive Plan and forms of award agreement thereunder
104						Cover Page Interactive Data File, formatted in inline XBRL (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.

Date: June 4, 2026

GRINDR INC.

By:

/s/ John North

 John North

Chief Financial Officer

FAQ

What key decisions were made at Grindr (GRND) 2026 annual meeting?

Stockholders elected eight directors, ratified Ernst & Young as auditor for 2026, approved changes to the 2022 Equity Incentive Plan, and supported executive compensation. They also indicated a preference for annual say-on-pay votes, which the Board adopted going forward.

How many Grindr (GRND) shares were eligible to vote at the 2026 meeting?

A total of 177,218,700 shares of Grindr common stock were outstanding and entitled to vote as of April 9, 2026. This figure sets the maximum potential voting power for the 2026 annual meeting decisions disclosed in the report.

Did Grindr (GRND) stockholders approve the 2022 Equity Incentive Plan changes?

Yes. Stockholders approved the amended and restated 2022 Equity Incentive Plan, with 125,330,925 votes for, 354,048 against, 15,868,281 abstentions and 8,672,230 broker non-votes. This maintains and updates the company’s equity-based compensation framework first adopted in 2022.

What was the outcome of Grindr (GRND) say-on-pay advisory vote in 2026?

Stockholders gave advisory approval to named executive officer compensation, with 99,524,561 votes for, 26,157,979 against and 15,870,714 abstentions, plus 8,672,230 broker non-votes. While non-binding, this result provides feedback on Grindr’s executive pay practices.

How often will Grindr (GRND) hold future say-on-pay votes?

Stockholders favored an annual frequency, with 124,932,009 votes for one year, 3,205 for two years, 763,280 for three years, and 15,854,760 abstentions. The Board decided to hold say-on-pay votes every year at least until the 2032 annual meeting.

Who did Grindr (GRND) stockholders ratify as auditor for 2026?

Stockholders ratified Ernst & Young LLP as Grindr’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 134,312,043 for, 43,252 against and 15,870,189 abstentions, confirming the Audit Committee’s selection.

Did any major Grindr (GRND) stockholder limit voting at the 2026 meeting?

Yes. G. Raymond Zage, III, a major stockholder and director, refrained from voting 15,850,593 shares on each proposal. These shares represent his holdings above the voting percentage he held before Grindr’s stock repurchase program began.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 329.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB