Inuvo (INUV) 2026 meeting: directors re-elected and auditor ratified

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Inuvo, Inc. reported the results of its 2026 annual meeting of stockholders. The meeting was held on June 18, 2026, with a record date of April 21, 2026, when 14,820,898 shares of common stock were outstanding and entitled to vote. A quorum was present, with 7,355,522 shares, or 49.63% of eligible shares, represented in person or by proxy.

Stockholders elected Class III directors Rob Buchner and Sanja Partalo to terms expiring at the 2029 annual meeting. Buchner received 3,697,305 votes for and 118,215 withheld, and Partalo received 3,693,236 votes for and 122,284 withheld; each had 3,540,002 broker non-votes. Stockholders also approved the ratification of EisnerAmper LLP as Inuvo’s independent registered public accounting firm, with 7,046,451 votes for, 297,634 against, 11,437 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

Shares outstanding: 14,820,898 shares Quorum shares represented: 7,355,522 shares Buchner votes for: 3,697,305 votes +3 more

6 metrics

Shares outstanding 14,820,898 shares Common stock entitled to vote as of April 21, 2026

Quorum shares represented 7,355,522 shares Shares represented at 2026 annual meeting (49.63% of eligible)

Buchner votes for 3,697,305 votes Votes for Class III director Rob Buchner

Partalo votes for 3,693,236 votes Votes for Class III director Sanja Partalo

Auditor ratification votes for 7,046,451 votes Votes for ratifying EisnerAmper LLP as auditor

Auditor ratification votes against 297,634 votes Votes against ratifying EisnerAmper LLP as auditor

Key Terms

record date, quorum, broker non-votes, independent registered public accounting firm

4 terms

record date financial

"The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was April 21, 2026."

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.

quorum financial

"7,355,522 shares (or 49.63%), constituting a quorum, were represented in person or by proxy at the Annual Meeting."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Rob Buchner | | 3,697,305 | | 118,215 | | 3,540,002 Sanja Partalo | | 3,693,236 | | 122,284 | | 3,540,002"

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

"approved the ratification of the appointment of EisnerAmper LLP as Inuvo’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.

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Understanding 8-K Material Events →

Available on EDGAR 06/23/2026 - 03:20 PM Accepted by SEC EDGAR 06/23/2026 - 03:19 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 18, 2026

INUVO, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-32442

87-0450450

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

500 President Clinton Ave., Ste. 300, Little Rock, AR		72201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (501) 205-8508

(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

Name of each exchange

on which registered

Common Stock, $0.001 par value

INUV

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 A MATTER TO A VOTE OF SECURITY HOLDERS.

On June 18, 2026, Inuvo, Inc. ("Inuvo”) held its 2026 Annual Meeting of Stockholders (the "Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was April 21, 2026. At the close of business on that date, the Company had 14,820,898 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Of the 14,820,898 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting, 7,355,522 shares (or 49.63%), constituting a quorum, were represented in person or by proxy at the Annual Meeting. At the Annual Meeting, two proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026. The final voting results were as follows:

Proposal 1

Inuvo’s stockholders elected the following Class III directors to serve for a term expiring at the 2029 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified, based upon the voting results set forth below.

	Votes For	Withheld	Broker Non-Votes
Rob Buchner	3,697,305	118,215	3,540,002
Sanja Partalo	3,693,236	122,284	3,540,002

Proposal 2

Inuvo’s stockholders approved the ratification of the appointment of EisnerAmper LLP as Inuvo’s independent registered public accounting firm, based upon the voting results set forth below.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
7,046,451		297,634		11,437		-

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.

	INUVO, INC.

Date: June 23, 2026	By:	/s/ Wallace Ruiz
		Wallace Ruiz, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Inuvo (INUV) report from its 2026 annual meeting?

Inuvo reported voting results from its 2026 annual meeting of stockholders. Shareholders elected two Class III directors for terms expiring in 2029 and ratified EisnerAmper LLP as independent registered public accounting firm, with detailed vote counts disclosed for each proposal.

How many Inuvo (INUV) shares were eligible to vote at the 2026 meeting?

At the record date of April 21, 2026, Inuvo had 14,820,898 shares of common stock issued, outstanding, and entitled to vote. This figure set the base for quorum determination and the percentage of shares represented at the 2026 annual meeting.

What quorum was achieved at Inuvo’s 2026 annual stockholders’ meeting?

Inuvo reached a quorum with 7,355,522 shares represented in person or by proxy, equal to 49.63% of shares entitled to vote. This met the requirement to conduct business and validate the director elections and auditor ratification.

Who was elected as Class III directors at Inuvo (INUV) in 2026 and for how long?

Stockholders elected Rob Buchner and Sanja Partalo as Class III directors at the 2026 meeting. They will serve terms expiring at the 2029 annual meeting or until their respective successors are duly elected and qualified, according to the disclosed voting results.

What were the vote totals for Inuvo’s 2026 auditor ratification proposal?

Stockholders approved ratifying EisnerAmper LLP as independent registered public accounting firm with 7,046,451 votes for, 297,634 against, and 11,437 abstentions. There were no broker non-votes reported for this proposal at the 2026 annual meeting.

How strong was support for Inuvo (INUV) director nominee Rob Buchner in 2026?

Rob Buchner received 3,697,305 votes for election and 118,215 votes withheld, along with 3,540,002 broker non-votes. These figures indicate the level of shareholder support among votes cast for the Class III director position at the 2026 meeting.

Filing Exhibits & Attachments

5 documents