Heritage Global (HGBL) shareholders elect directors, ratify UHY as 2026 auditor

Rhea-AI Filing Summary

Heritage Global Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 3, 2026. As of the April 6, 2026 record date, 34,734,754 shares of common stock and 563 shares of Series N Preferred Stock were outstanding and entitled to vote.

Shareholders elected Michael Hexner as a Class II director with 12,393,622 votes for, 331,369 withheld and 10,793,957 broker non-votes. They elected William Burnham as a Class II director with 12,591,056 votes for, 133,935 withheld and 10,793,957 broker non-votes.

Shareholders also ratified the appointment of UHY LLP as independent auditor for the fiscal year ending December 31, 2026, with 23,370,993 votes for, 145,179 against, 2,776 abstentions and no broker non-votes.

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

Record date voting common shares: 34,734,754 shares Record date Series N Preferred shares: 563 shares Votes for Michael Hexner: 12,393,622 for; 331,369 withheld +4 more

7 metrics

Record date voting common shares 34,734,754 shares Outstanding and entitled to vote as of April 6, 2026

Record date Series N Preferred shares 563 shares Outstanding and entitled to vote as of April 6, 2026

Votes for Michael Hexner 12,393,622 for; 331,369 withheld Election as Class II director at 2026 annual meeting

Votes for William Burnham 12,591,056 for; 133,935 withheld Election as Class II director at 2026 annual meeting

Director election broker non-votes 10,793,957 broker non-votes For each Class II director election

Auditor ratification votes for 23,370,993 for Ratification of UHY LLP for fiscal year ending December 31, 2026

Auditor ratification against/abstain 145,179 against; 2,776 abstentions Ratification of UHY LLP as independent auditor

Key Terms

Annual Meeting of Shareholders, record date, Class II directors, independent auditor, +1 more

5 terms

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

record date financial

"As of April 6, 2026, the record date for the Annual Meeting, a total of 34,734,754 shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Class II directors financial

"To elect Michael Hexner and William Burnham as Class II directors;"

independent auditor financial

"To ratify the appointment of UHY LLP as the Company’s independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

broker non-votes financial

"The results of the election were as follows ... 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.

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Understanding 8-K Material Events →

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 3, 2026

HERITAGE GLOBAL INC.

(Exact name of registrant as specified in its charter)

Florida		001-39471		59-2291344
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6130 Nancy Ridge Drive, San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 847-0656

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 (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, $0.01 Par Value	HGBL	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 3, 2026, Heritage Global Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). As of April 6, 2026, the record date for the Annual Meeting, a total of 34,734,754 shares of the Company’s common stock and 563 shares of Series N Preferred Stock were outstanding and entitled to vote on all matters presented to the Company’s shareholders at the Annual Meeting. At the Annual Meeting, the Company’s shareholders considered the following proposals:

1.To elect Michael Hexner and William Burnham as Class II directors; and

2.To ratify the appointment of UHY LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026.

Michael Hexner and William Burnham were elected to serve as Class II directors. The results of the election were as follows:

		For				Withheld				Broker Non- Votes
Michael Hexner		12,393,622				331,369				10,793,957
William Burnham		12,591,056				133,935				10,793,957

UHY LLP was ratified as the Company’s independent auditor for the fiscal year ending December 31, 2026. The results of the vote were as follows:

For		Against		Abstentions		Broker Non-Votes
23,370,993		145,179		2,776		0

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.

	HERITAGE GLOBAL INC.
Date: June 4, 2026	By:	/s/ Ross Dove
		Ross Dove
		Chief Executive Officer

FAQ

What did Heritage Global Inc. (HGBL) shareholders vote on at the 2026 annual meeting?

Shareholders voted to elect two Class II directors and to ratify UHY LLP as independent auditor. Both director nominees, Michael Hexner and William Burnham, were elected, and the auditor ratification proposal also received strong shareholder approval.

Were Heritage Global Inc. (HGBL) director nominees elected at the 2026 annual meeting?

Yes. Michael Hexner received 12,393,622 votes for and William Burnham received 12,591,056 votes for. Both had relatively low withheld votes and substantial broker non-votes, resulting in their election as Class II directors.

Did Heritage Global Inc. (HGBL) shareholders approve UHY LLP as auditor for 2026?

Yes. Shareholders ratified UHY LLP with 23,370,993 votes for, 145,179 against and 2,776 abstentions. There were no broker non-votes, indicating broad participation in the auditor ratification decision.

How many Heritage Global Inc. (HGBL) shares were entitled to vote at the 2026 meeting?

As of the April 6, 2026 record date, 34,734,754 shares of common stock and 563 shares of Series N Preferred Stock were outstanding and entitled to vote on all proposals presented at the annual meeting.

When was the record date for Heritage Global Inc. (HGBL) 2026 annual meeting?

The record date was April 6, 2026. Shareholders holding Heritage Global common stock or Series N Preferred Stock on that date were entitled to vote on director elections and the auditor ratification at the June 3, 2026 annual meeting.