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  4. [8-K/A] ABUNDIA GLOBAL IMPACT GROUP, INC. Amends Material Event Report

Abundia Global (NYSE: AGIG) holders OK 1M-share plan boost, elect board

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Rhea-AI Filing Summary

Abundia Global Impact Group, Inc. filed an amended report to reflect stockholder approval of an amendment to its 2025 Equity Incentive Plan, increasing shares available for issuance by 1,000,000. This raises the plan’s share pool from 750,000 to 1,750,000, effective upon approval at the 2026 Annual Meeting.

At the meeting, held on May 14, 2026, stockholders elected five directors, ratified CBIZ CPAs P.C. as independent auditor for 2026, and approved executive compensation on an advisory basis. A quorum was present, with 39,485,486 votes represented out of 43,720,999 shares entitled to vote as of the record date.

Positive

  • None.

Negative

  • None.
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.
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.
Equity plan increase 1,000,000 shares Added to 2025 Equity Incentive Plan
Total plan shares 1,750,000 shares 2025 Equity Incentive Plan after amendment
Prior plan shares 750,000 shares 2025 Equity Incentive Plan before amendment
Shares entitled to vote 43,720,999 shares Common stock as of March 17, 2026 record date
Votes represented at meeting 39,485,486 votes Quorum at 2026 Annual Meeting
Equity plan amendment approval 35,140,087 for / 1,474,889 against Proposal 2 vote on 2025 Plan amendment
Auditor ratification votes 39,209,291 for CBIZ CPAs P.C. for 2026 audit
Say-on-pay support 35,198,059 for Advisory vote on executive compensation
2025 Equity Incentive Plan financial
"stockholders voted to approve an amendment to the Company’s 2025 Equity Incentive Plan"
broker non-votes financial
"For 35,140,087 | Against 1,474,889 | Abstentions 2,906 | Broker Non-Votes 2,867,604"
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
"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
advisory basis financial
"The compensation of the named executive officers ... was approved on an advisory basis"
Annual Meeting financial
"The Company held its 2026 Annual Meeting of the Company’s stockholders on May 14, 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 →
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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 14, 2026

 

ABUNDIA GLOBAL IMPACT GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   1-32955   76-0675953

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1300 Post Oak Blvd., Suite 1305

Houston, Texas 77056

(Address of principal executive offices, including zip code)

 

713-322-8818

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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, par value $0.001 per share   AGIG   NYSE American

 

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

 

This Current Report on Form 8-K/A (this “Amendment No. 1”) amends and restates the Current Report on Form 8-K filed by Abundia Global Impact Group Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 18, 2026 (the “Original Form 8-K”), in which the Company reported the final results for the matters submitted to a vote of the Company’s stockholders at the 2026 Annual Meeting of the Company’s stockholders (the “Annual Meeting”). This Amendment No. 1 is being filed solely to (i) disclose under Item 5.02(e) the amendment to the Company’s 2025 Equity Incentive Plan as described below and (ii) amend and restate the Original Form 8-K with conforming changes to reflect the inclusion of the disclosure described in (i) above. Other than such changes to the Original Form 8-K described in (i) and (ii) above, there are no other changes to the Original Form 8-K.

 

 

 

 

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

 

(e) The Company held its 2026 Annual Meeting of the Company’s stockholders on May 14, 2026. At the Annual Meeting, the Company’s stockholders voted to approve an amendment to the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) available for issuance thereunder by 1,000,000 shares, which amendment became effective as of the date of such stockholder approval.

 

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

 

On May 14, 2026, the Company held the Annual Meeting. The final results for each of the four matters submitted to a vote of the Company’s stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement on Schedule 14A, filed by the Company with the SEC on April 2, 2026 (the “Proxy Statement”), are as set forth below.

 

As of the close of business on March 17, 2026, the record date for the Annual Meeting, 43,720,999 shares of Common Stock were issued, outstanding and entitled to vote. Stockholders holding an aggregate of 39,485,486 votes were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.

 

Proposal 1. The Company’s stockholders elected five members of the Company’s board of directors (the “Board”), each to serve until the 2027 annual meeting of the Company’s stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results to elect each of the nominees to the Board were as follows:

 

Nominee Name   For   Withheld   Broker Non-Votes
             
Edward Gillespie   36,534,304   83,578   2,867,604
Robert Bailey   36,519,799   98,083   2,867,604
Martha Crawford   36,546,538   71,344   2,867,604
Matthew Henninger   35,292,720   1,325,162   2,867,604
Peter Longo   36,544,875   73,007   2,867,604

 

Proposal 2. The amendment to the 2025 Plan to increase the number of shares of Common Stock available for issuance thereunder by 1,000,000 shares, from 750,000 shares to 1,750,000 shares, was approved by the Company’s stockholders. The final voting results are set forth in the table below:

 

For   Against   Abstentions   Broker Non-Votes
             
35,140,087   1,474,889   2,906   2,867,604

 

Proposal 3. The appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the Company’s stockholders. The final voting results are set forth in the table below:

 

For   Against   Abstentions  
           
39,209,291   264,231   11,964  

 

Proposal 4. The compensation of the named executive officers as disclosed in the Proxy Statement was approved on an advisory basis by the Company’s stockholders. The final voting results are set forth in the table below:

 

For   Against   Abstentions   Broker Non-Votes
             
35,198,059   1,406,588   13,235   2,867,604

 

 

 

 

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.

 

  ABUNDIA GLOBAL IMPACT GROUP, INC.
     
Dated: May 20, 2026    
  By: /s/ Edward Gillespie
  Name: Edward Gillespie
  Title: Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What change did ABUNDIA GLOBAL IMPACT GROUP (AGIG) make to its 2025 Equity Incentive Plan?

Abundia Global Impact Group amended its 2025 Equity Incentive Plan to add 1,000,000 shares of common stock, increasing the pool from 750,000 to 1,750,000. The change became effective when stockholders approved it at the 2026 Annual Meeting held on May 14, 2026.

How many ABUNDIA GLOBAL IMPACT GROUP (AGIG) shares were eligible to vote at the 2026 Annual Meeting?

At the record date of March 17, 2026, 43,720,999 shares of Abundia Global Impact Group common stock were issued, outstanding, and entitled to vote. This figure determined which stockholders could participate in the 2026 Annual Meeting and in the approval of all four proposals.

Did ABUNDIA GLOBAL IMPACT GROUP (AGIG) stockholders approve the equity plan amendment?

Yes. Stockholders approved the amendment to the 2025 Equity Incentive Plan with 35,140,087 votes for, 1,474,889 against, and 2,906 abstentions, plus 2,867,604 broker non-votes. This vote authorized increasing the plan’s share authorization to 1,750,000 common shares for potential future equity awards.

Which directors were elected at ABUNDIA GLOBAL IMPACT GROUP’s 2026 Annual Meeting?

Stockholders elected five directors: Edward Gillespie, Robert Bailey, Martha Crawford, Matthew Henninger, and Peter Longo. Each will serve until the 2027 annual meeting and until a successor is elected and qualified, or earlier resignation or removal, according to the reported voting results for each nominee.

Who is ABUNDIA GLOBAL IMPACT GROUP’s (AGIG) independent auditor for 2026?

Stockholders ratified CBIZ CPAs P.C. as Abundia Global Impact Group’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 39,209,291 for, 264,231 against, and 11,964 abstentions, confirming continued engagement of this audit firm for that fiscal year.

Was executive compensation approved by ABUNDIA GLOBAL IMPACT GROUP (AGIG) stockholders?

Yes. On an advisory basis, stockholders approved the compensation of the named executive officers as disclosed in the proxy statement, with 35,198,059 votes for, 1,406,588 against, 13,235 abstentions, and 2,867,604 broker non-votes. This “say-on-pay” vote is non-binding but reflects investor sentiment on pay practices.

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