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  4. [8-K] IP STRATEGY HOLDINGS, INC. Reports Material Event

Equity plan expansion, director elections at IP Strategy (NASDAQ: IPST)

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

Rhea-AI Filing Summary

IP Strategy Holdings, Inc. reported results of its 2026 annual stockholder meeting and approval of an increase to its equity incentive plan. Stockholders approved Amendment No. 3 to the 2024 Equity Incentive Plan, raising the maximum shares issuable under the plan to 500,000 shares, an increase of 412,500 shares.

Three Class II directors were elected for three-year terms, with votes for ranging from 118,369 to 128,460 and broker non-votes of 131,599 on each seat. Stockholders also approved the equity plan amendment by 84,914 votes for versus 44,684 against, and ratified CBIZ CPAs P.C. as independent registered accounting firm for fiscal year 2026 with 251,925 votes for. Approximately 48% of outstanding common shares were present or represented by proxy, constituting a quorum.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share limit 500,000 shares Maximum common shares issuable under 2024 Equity Incentive Plan after Amendment No. 3
Equity plan share increase 412,500 shares Incremental increase approved in 2024 Equity Incentive Plan capacity
Quorum participation 48% Approximate percentage of outstanding common shares represented at 2026 Annual Meeting
Proposal 2 votes for 84,914 Votes in favor of increasing shares available under 2024 Equity Incentive Plan
Proposal 2 votes against 44,684 Votes against the amendment to the 2024 Equity Incentive Plan
Auditor ratification votes for 251,925 Votes for ratifying CBIZ CPAs P.C. as 2026 independent registered accounting firm
Director Varga votes for 128,460 Votes for electing Andrew M. Varga as Class II director
2024 Equity Incentive Plan financial
"an amendment to the IP Strategy Holdings, Inc. 2024 Equity Incentive Plan"
Broker Non-Votes financial
"Votes For | Votes 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.
independent registered accounting firm regulatory
"to ratify the appointment of CBIZ CPAs P.C. as independent registered accounting firm"
emerging growth company regulatory
"Emerging growth company x o"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
quorum regulatory
"constituting a quorum"
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.
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Understanding 8-K Material Events →
FALSE000178823000017882302026-06-252026-06-25

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 25, 2026
IP STRATEGY HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware001-4241183-4558219
(State or other Jurisdiction of
Incorporation or Organization)		(Commission File Number)(IRS Employer
Identification No.)
9668 Bujacich Road
Gig Harbor, Washington
98332
(Address of Principal Executive Offices)(zip code)
(253) 509-0008
(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 obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐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 Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareIPSTThe 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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. o


5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2026, at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of IP Strategy Holdings, Inc. (the “Company”), the Company's stockholders approved an amendment (“Amendment No. 3”) to the IP Strategy Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) to increase the maximum total number of shares of common stock that may be issued under the 2024 Plan to 500,000 shares (an increase of 412,500 shares). The Company’s Board of Directors (the “Board”) approved Amendment No. 3 to the 2024 Plan, subject to stockholder approval, on April 27, 2026.
The foregoing description of Amendment No. 3 to the 2024 Plan is qualified in its entirety by reference to Amendment No. 3, which is filed as Exhibit 10.1 to this report. A more complete description of the terms of Amendment No. 3 and the 2024 Plan can be found in “Proposal Two - Approval of an Amendment to the 2024 Plan to Increase the Plan’s Shares Available for Issuance” on pages 20 to 26 of the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2026 (the “2026 Proxy Statement”), which description is incorporated by reference herein.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 25, 2026, the Company held the 2026 Annual Meeting. At the 2026 Annual Meeting, the Company’s stockholders voted on three proposals and cast their votes as described below. The proposals are described in the 2026 Proxy Statement. Stockholders representing approximately 48% of the Company’s outstanding shares of common stock as of the record date were present or represented by proxy at the meeting, constituting a quorum.
Proposal 1
The Company’s stockholders cast their votes as set forth below to elect three (3) Class II Directors to the Company’s Board of Directors for a three-year term or until their successors are duly qualified and elected:
NameVotes ForVotes WithheldBroker Non-Votes
Matthew J. Swann
118,369
12,395
131,599
Jennifer D.H. Stiefel
127,890
2,874
131,599
Andrew M. Varga128,460
2,304
131,599
Proposal 2
The Company’s stockholders cast their votes as set forth below to approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the shares available for issuance:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
84,914
44,684
1,166
131,599
Proposal 3
The Company’s stockholders cast their votes as set forth below to ratify the appointment of CBIZ CPAs P.C. as independent registered accounting firm for fiscal year 2026:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
251,925
9,202
1,236
0
2

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
10.1
Third Amendment to the IP Strategy Holdings, Inc. 2024 Equity Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
3

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 25, 2026IP STRATEGY HOLDINGS, INC.
By:/s/ Justin Stiefel
Justin Stiefel
Chief Executive Officer
4

Source: View Original Filing on SEC EDGAR

FAQ

What did IPST stockholders approve regarding the 2024 Equity Incentive Plan?

Stockholders approved Amendment No. 3 to the 2024 Equity Incentive Plan, increasing the maximum shares issuable to 500,000 shares. This represents an increase of 412,500 shares, expanding the pool available for future equity-based compensation grants.

Which directors were elected at IP Strategy Holdings (IPST) 2026 annual meeting?

Stockholders elected Matthew J. Swann, Jennifer D.H. Stiefel, and Andrew M. Varga as Class II directors. Each will serve a three-year term or until their successors are duly qualified and elected, based on majority support at the meeting.

How did IPST stockholders vote on the equity plan amendment proposal?

For the equity plan amendment, stockholders cast 84,914 votes for, 44,684 against, and 1,166 abstentions, with 131,599 broker non-votes. This voting outcome approved the increase in shares available under the 2024 Equity Incentive Plan.

Who was ratified as IPST’s independent registered accounting firm for 2026?

Stockholders ratified CBIZ CPAs P.C. as the company’s independent registered accounting firm for fiscal year 2026, with 251,925 votes for, 9,202 against, and 1,236 abstentions, and no broker non-votes recorded on this proposal.

What level of stockholder participation formed a quorum at IPST’s 2026 meeting?

Stockholders representing approximately 48% of outstanding common shares as of the record date were present or represented by proxy. This level of participation constituted a quorum, allowing the 2026 annual meeting’s proposals to be validly considered and voted on.

What were the vote results for IPST director nominee Jennifer D.H. Stiefel?

Director nominee Jennifer D.H. Stiefel received 127,890 votes for, with 2,874 votes withheld and 131,599 broker non-votes. This support level resulted in her election as a Class II director for a three-year term on the company’s board.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents