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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) December 16, 2025
Legacy
Education Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42283 |
|
84-5167957 00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.
R. S. Employer
Identification
No.) |
701
W Avenue K, Suite 123
Lancaster,
CA 93534
(Address
of principal executive offices, including ZIP code)
(661)
940-9300
(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 the 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 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, $0.001 par
value |
|
LGCY |
|
NYSE American 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
December 16, 2025, Legacy Education Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual
Meeting”) for the purpose of holding a shareholder vote on Proposals 1 and 2set forth below. A total of 7,791,188 shares of the
Company’s common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At
the Annual Meeting, the Company’s shareholders (i) re-elected each of LeeAnn
Rohmann, Gerald Amato, Blaine Faulkner, Peggy Tiderman, Zwade J. Marshall and Janis Paulson as members of the Company’s board of
directors to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified,
or until such director’s earlier resignation, removal or death; (ii) ratified the appointment
of L J Soldinger Associates, LLC (“Soldinger”) as the Company’s independent registered public accounting firm
for the fiscal year ending June 30, 2026.
The
final results for each of the matters submitted to a vote of shareholders at the Annual Meeting,
as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on October 24, 2025,
are as follows:
Proposal
1. At the Annual Meeting, the terms of all current
members of the Company’s board of directors expired. All of the six nominees for director were elected to serve until the next
annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s
earlier resignation, removal or death. The result of the votes to elect the six directors were as follows:
| Directors | |
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| LeeAnn Rohmann | |
| 4,273,990 | | |
| 1,215,167 | | |
| 431 | | |
| 2,301,600 | |
| Gerald Amato | |
| 3,943,624 | | |
| 1,390,006 | | |
| 155,958 | | |
| 2,301,600 | |
| Blaine Faulkner | |
| 4,249,806 | | |
| 1,239,351 | | |
| 431 | | |
| 2,301,600 | |
| Peggy Tiderman | |
| 4,168,096 | | |
| 1,319,636 | | |
| 1,856 | | |
| 2,301,600 | |
| Zwade J. Marshall | |
| 5,347,335 | | |
| 141,823 | | |
| 430 | | |
| 2,301,600 | |
| Janis Paulson | |
| 5,344,545 | | |
| 144,188 | | |
| 855 | | |
| 2,301,600 | |
Proposal
2. At the Annual Meeting, the shareholders approved the ratification of the appointment
of Soldinger as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. The result
of the votes to approve Soldinger was as follows:
| For |
|
Against |
|
Abstain |
| 7,466,228 |
|
313,781 |
|
11,179 |
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.
| Date: December 16, 2025 |
Legacy
Education Inc. |
| |
|
| |
/s/
LeeAnn Rohmann |
| |
LeeAnn Rohmann |
| |
Chief Executive Officer |
