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  4. [8-K] HF Foods Group Inc. Reports Material Event

HF Foods (NASDAQ: HFFG) faces failed say-on-pay and director votes

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

Rhea-AI Filing Summary

HF Foods Group Inc. reported the results of its 2026 annual shareholder meeting. Quorum was strong, with 44,025,014 shares, or 82% of common stock entitled to vote as of April 15, 2026, present or represented by proxy.

Three of four director nominees were supported by more votes for than against, but Xi "Felix" Lin and Jeffery Taylor did not receive majority support. After a review under the Corporate Governance Guidelines, the board decided both should continue serving, citing an administrative error that prevented a significant stockholder from casting about 1.4 million intended "for" votes, as well as their experience and the company’s near-term goals. Shareholders ratified BDO USA, P.C. as independent registered public accounting firm with 42,711,453 votes for. However, the advisory say-on-pay proposal for 2025 executive compensation was not approved, with 19,545,712 votes for and 20,055,744 against. Investors supported holding future say-on-pay votes every year, with 26,643,323 votes favoring an annual frequency.

Positive

  • None.

Negative

  • None.

Insights

Annual meeting shows strong turnout, compensation and director support are mixed.

The meeting drew an 82% turnout, indicating engaged shareholders. Auditor ratification passed comfortably, which suggests broad support for HF Foods' financial reporting oversight through BDO USA, P.C. Shareholders also preferred annual advisory votes on executive pay.

Two management nominees, including the CEO, failed to win majority support, and the say-on-pay vote did not pass. The board chose to retain the directors after considering an administrative error affecting about 1.4 million intended "for" votes and the directors’ experience.

These voting patterns highlight areas of tension around leadership and compensation structure. Future proxy materials and vote outcomes will clarify whether concerns ease or if governance topics remain a recurring focus for HF Foods investors.

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.
Shares represented at meeting 44,025,014 shares 82% of common stock entitled to vote as of April 15, 2026
Auditor ratification votes for 42,711,453 votes BDO USA, P.C. as independent registered public accounting firm for 2026
Say-on-pay votes for 19,545,712 votes 2025 executive compensation advisory vote, which was not approved
Say-on-pay votes against 20,055,744 votes 2025 executive compensation advisory vote, which failed
Annual frequency support 26,643,323 votes Preference for holding say-on-pay votes every year
Administrative error shares Approximately 1.4 million shares Intended to be voted in favor of all company director nominees
Say-on-Pay financial
"By advisory vote of the stockholders, the Company’s executive compensation for the year ended December 31, 2025 was not approved."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes 19,545,712 | 20,055,744 | 61,225 | 4,362,333"
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.
advisory vote financial
"By advisory vote of the stockholders, the Company’s executive compensation for the year ended December 31, 2025 was not approved."
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.
Corporate Governance Guidelines regulatory
"Following a review by the Nominating and Governance Committee pursuant to the Company's Corporate Governance Guidelines, the Committee and the Board determined..."
A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.
independent registered public accounting firm financial
"The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified..."
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.
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Understanding 8-K Material Events →
0001680873false00016808732026-06-052026-06-05

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 5, 2026

HF FOODS GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 
State or other Jurisdiction of
    incorporation )  
001-38180
(Commission
File No.)
81-2717873
(IRS Employer
Identification No)
6325 South Rainbow Boulevard, Suite 420
Las Vegas, Nevada
(Address of principal executive offices)
 
89118
(Zip Code)

Registrant’s telephone number, including area code: (888)-905-0998

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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.0001 par valueHFFG
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 (§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 5, 2026, HF Foods Group Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). A total of 44,025,014 shares, or 82% of the Company’s common stock issued and outstanding and entitled to vote as of April 15, 2026, the record date, were present in person or represented by proxy at the Annual Meeting, constituting a quorum.

The final voting results for each proposal considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”), are set forth below.


Proposal 1 - Director Election Proposal

The final voting results for the Director Election Proposal were as follows:

Director NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Xi "Felix" Lin19,629,099 20,020,113 13,469 4,362,333 
Richard Diaz19,913,312 19,687,949 61,420 4,362,333 
Dennis Lam21,792,225 17,280,472 589,984 4,362,333 
Jeffery Taylor19,194,335 20,466,587 1,759 4,362,333 

Based on the results set forth above, each director nominee named above was elected at the Annual Meeting, except for Messrs. Lin and Taylor. Following a review by the Nominating and Governance Committee (the “Committee”) pursuant to the Company's Corporate Governance Guidelines, the Committee and the Board of Directors (the “Board”) determined that it is in the best interests of the Company and its stockholders for each of Messrs. Lin and Taylor to continue serving on the Board.

In reaching its determination, the Committee considered, among other factors, that a significant stockholder informed the Company following the Annual Meeting that an administrative error caused it to fail to submit voting instructions for approximately 1.4 million shares it intended to vote in favor of the election of each of the Company’s nominees for director. Absent this error, each of Messrs. Lin and Taylor would have received affirmative votes exceeding the majority threshold. The Committee also considered (i) Mr. Lin's operational background, his experience in various leadership positions within the Company, including his continuing role as President and Chief Executive Officer of the Company, and his prior roles at other public companies, (ii) Mr. Taylor's experience in financial roles across various markets and as the Chief Financial Officer of several public companies, (iii) the votes of certain stockholders with interests the Company believes to be adverse to those of the Company and its other stockholders, (iv) the overall composition of the Board, and (v) the near-term goals of the Company and the anticipated value of the continuing service of Messrs. Lin and Taylor in achieving those goals.

Each of Messrs. Lin and Taylor recused himself from, and did not attend, the portions of the meetings of the Board and the Committee, as applicable, at which the Board and the Committee considered his resignation.


Proposal 2 - Auditor Ratification Proposal

The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified by the stockholders.

The final voting results for the Auditor Ratification Proposal were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
42,711,453 1,309,462 4,099 — 












Proposal 3 - Say-on-Pay Proposal

By advisory vote of the stockholders, the Company’s executive compensation for the year ended December 31, 2025 was not approved.

The final voting results for the Say-on-Pay Proposal were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
19,545,712 20,055,744 61,225 4,362,333 


Proposal 4 – Advisory Vote on Frequency of Say-on-Pay Votes

The stockholders approved, on a non-binding and advisory basis, holding the advisory vote on compensation paid to the Company’s named executive officers every year.

The final voting results for the Say-on-Pay Frequency Proposal were as follows:

One YearTwo YearsThree YearsAbstentions
26,643,323 56 13,017,869 1,433 



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.

HF FOODS GROUP INC.
Date: June 11, 2026/s/ Paul McGarry
Paul McGarry
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What were the quorum and turnout at HF Foods (HFFG) 2026 annual meeting?

HF Foods reached a strong quorum at its 2026 annual meeting, with 44,025,014 shares present or represented. This equaled about 82% of common stock entitled to vote as of April 15, 2026, indicating broad shareholder participation and engagement in governance decisions.

Which HF Foods (HFFG) director nominees were not approved by shareholders?

Xi "Felix" Lin and Jeffery Taylor did not receive majority support in the director elections. After reviewing circumstances, including an administrative error affecting about 1.4 million intended "for" votes, the board decided it was in the company’s best interests that both continue serving.

Did HF Foods (HFFG) shareholders approve the 2025 say-on-pay proposal?

HF Foods shareholders did not approve the advisory say-on-pay proposal for 2025 executive compensation. The vote totaled 19,545,712 shares for, 20,055,744 against, and 61,225 abstentions, with an additional 4,362,333 broker non-votes recorded on the compensation resolution.

How did HF Foods (HFFG) shareholders vote on auditor ratification for 2026?

Shareholders strongly ratified BDO USA, P.C. as HF Foods’ independent registered public accounting firm for 2026. The vote was 42,711,453 shares for, 1,309,462 against, and 4,099 abstentions, with no broker non-votes, indicating broad support for the company’s audit choice.

What say-on-pay vote frequency did HF Foods (HFFG) shareholders prefer?

HF Foods investors supported holding say-on-pay votes every year on an advisory basis. The frequency vote results were 26,643,323 shares for one year, 56 for two years, 13,017,869 for three years, and 1,433 abstentions, leading to the selection of an annual voting schedule.

Why did the HF Foods (HFFG) board keep Lin and Taylor despite failed majorities?

The board, following a Nominating and Governance Committee review, determined retaining Xi "Felix" Lin and Jeffery Taylor was in shareholders’ best interests. It considered a significant stockholder’s administrative voting error, their leadership experience, board composition, and the company’s near-term goals when making this decision.

Filing Exhibits & Attachments

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