Shareholders at Professional Diversity Network (IPDN) approve board, auditor and executive pay

Rhea-AI Filing Summary

Professional Diversity Network, Inc. reported the results of its annual shareholder meeting held on June 23, 2026. A total of 7,721,776 shares of common stock were represented, which constituted a quorum for conducting business.

Stockholders elected seven directors to serve until the next annual meeting, with most nominees receiving approximately 5.36–5.39 million votes in favor. Shareholders also ratified SR CPA & Co. as the independent registered public accounting firm for the year ending December 31, 2026, with 7,640,342 votes for. In addition, on a non-binding advisory basis, stockholders approved the compensation of the named executive officers, with 5,390,165 votes in favor.

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 represented: 7,721,776 shares Auditor ratification votes for: 7,640,342 votes Auditor ratification votes against: 76,271 votes +3 more

6 metrics

Shares represented 7,721,776 shares Shares of common stock represented at the annual meeting

Auditor ratification votes for 7,640,342 votes Votes for SR CPA & Co. as 2026 independent auditor

Auditor ratification votes against 76,271 votes Votes against auditor ratification

Say-on-pay votes for 5,390,165 votes Votes for non-binding advisory approval of executive compensation

Say-on-pay broker non-votes 2,292,986 votes Broker non-votes on executive compensation proposal

Director vote example 5,391,493 votes for Votes for director nominee Sze Lok Patrick Wong

Key Terms

quorum, independent registered public accounting firm, Broker Non-Votes, non-binding basis advisory

4 terms

quorum financial

"A total of 7,721,776‎ shares of common stock, constituting a quorum, were represented"

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.

independent registered public accounting firm financial

"ratify the appointment of SR CPA & Co. 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.

Broker Non-Votes financial

"For | | | Against | | | Abstentions | | | 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.

non-binding basis advisory financial

"voted to ratify, on a non-binding basis advisory, the compensation of our named executive officers"

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Understanding 8-K Material Events →

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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 23, 2026

PROFESSIONAL DIVERSITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35824		80-0900177
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

55 E. Monroe Street, Suite 2120, Chicago, Illinois 60603

(Address of principal executive offices)  

Registrant’s telephone number, including area code: (312) 614-0950

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, $.01 par value		IPDN		The 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 23, 2026, Professional Diversity Network, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 7,721,776‎ shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026, are as follows:

Proposal 1: The Company’s stockholders elected the following seven nominees as directors, to serve until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualified, by the following vote:

Name		For			Withheld			Broker Non-Votes
Shaikh Ali Sultan AI Nuaimi		1,438,287			3,990,503			2,292,986
Wai Kee Cheung		5,391,471			37,319			2,292,986
Yiran Gu		5,391,468			37,322			2,292,986
Haixia Lu		1,438,237			3,990,553			2,292,986
Song Tai		5,391,482			37,308			2,292,986
Sze Lok Patrick Wong		5,391,493			37,297			2,292,986
Hao (Howard) Zhang		5,361,491			67,299			2,292,986

Proposal 2: The Company’s stockholders voted to ratify the appointment of SR CPA & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following vote:

For			Against			Abstentions
7,640,342			76,271			5,163

Proposal 3: The Company’s stockholders voted to ratify, on a non-binding basis advisory, the compensation of our named executive officers by the following vote:

For			Against			Abstentions			Broker Non-Votes
5,390,165			38,234			391			2,292,986

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.

	Professional Diversity Network, Inc.
Date: June 23, 2026	/s/ Bella Gu
	Bella Gu, Chief Financial Officer

FAQ

What did IPDN shareholders vote on at the June 23, 2026 annual meeting?

Shareholders voted on electing seven directors, ratifying SR CPA & Co. as independent auditor for 2026, and approving, on a non-binding advisory basis, the compensation of named executive officers. All three proposals received the required levels of shareholder support.

How many Professional Diversity Network (IPDN) shares were represented at the 2026 annual meeting?

A total of 7,721,776 shares of IPDN common stock were represented in person or by proxy at the annual meeting. This share count was sufficient to constitute a quorum, allowing the company to conduct official shareholder business and complete all scheduled votes.

Were all director nominees elected at IPDN’s 2026 annual shareholder meeting?

Yes, all seven director nominees were elected to serve until the next annual meeting. Most nominees received about 5.36–5.39 million votes for, with broker non-votes reported, indicating broad shareholder support for the company’s proposed board slate.

Did IPDN shareholders ratify the company’s independent auditor for 2026?

Yes, shareholders ratified SR CPA & Co. as IPDN’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 7,640,342 votes for, 76,271 against and 5,163 abstentions, reflecting strong support for the auditor selection.

How did IPDN shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of IPDN’s named executive officers. The say-on-pay proposal received 5,390,165 votes for, 38,234 against, 391 abstentions and 2,292,986 broker non-votes, indicating favorable investor sentiment toward the compensation program.

Filing Exhibits & Attachments

4 documents

Other Documents

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