Newsmax (NMAX) investors back 2026 director slate and BDO as auditor

Rhea-AI Filing Summary

Newsmax Inc. reported the results of its 2026 Annual Meeting of Stockholders. Holders of 85,626,759 common shares, representing approximately 90.97% of shares entitled to vote, were present in person or by proxy, providing a strong quorum.

Stockholders elected seven directors, including Christopher Ruddy and Nancy G. Brinker, to serve until the 2027 annual meeting. They also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 437,793,686 votes for, 591,105 against and 395,641 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Shares represented at meeting: 85,626,759 shares Quorum percentage: 90.97% Votes for Christopher Ruddy: 401,078,433 votes +4 more

7 metrics

Shares represented at meeting 85,626,759 shares Common stock represented at 2026 Annual Meeting

Quorum percentage 90.97% Percentage of total common shares entitled to vote

Votes for Christopher Ruddy 401,078,433 votes Election of director at 2026 Annual Meeting

Votes for Nancy G. Brinker 401,292,865 votes Election of director at 2026 Annual Meeting

Votes for auditor ratification 437,793,686 votes For BDO USA, P.C. as auditor for FY ending Dec. 31, 2026

Votes against auditor ratification 591,105 votes Against BDO USA, P.C. as auditor

Abstentions on auditor ratification 395,641 votes Abstaining on BDO USA, P.C. as auditor

Key Terms

broker non-vote, Inspector of Election, independent registered public accounting firm, Emerging growth company

4 terms

broker non-vote financial

"a “broker non-vote” occurred if the bank or broker did not have voting authority"

Inspector of Election regulatory

"The vote results detailed below represent final results as certified by the Inspector of Election."

independent registered public accounting firm financial

"the appointment of BDO USA, P.C. 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.

Emerging growth company regulatory

"Emerging growth company"

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.

Understanding 8-K Material Events →

0002026478false00020264782026-05-182026-05-18

 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

May 18, 2026

Date of Report (Date of earliest event reported)

NEWSMAX INC.

(Exact name of registrant as specified in its charter)

Florida

024-12567

99-2600308

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

750 Park of Commerce Drive, Suite 100

Boca Raton, Florida 33487

(Address of principal executive offices and zip code)

(561) 686-1165

(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:

☐ 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

Class B Common Stock, $0.001 par value per share

NMAX

New York Stock Exchange, 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 May 18, 2026, Newsmax Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 85,626,759 shares of the Company’s common stock, or approximately 90.97% of the total shares of common stock entitled to vote, were represented in person or by proxy. The matters before the Annual Meeting were described in more detail in the Company’s definitive 2026 Proxy Statement filed with the United States Securities and Exchange Commission on March 27, 2026.

The vote results detailed below represent final results as certified by the Inspector of Election. For beneficial owners holding the Company’s common stock at a bank or broker institution, a “broker non-vote” occurred if the bank or broker did not have voting authority on that matter, or because the bank or broker did not receive voting instructions from the beneficial owner on that matter.

Proposal One—Election of Directors. The stockholders elected the following nominees as directors to serve until the 2027 Annual Meeting of Stockholders and until the election and qualification of their respective successors or their earlier death, disqualification, resignation or removal.

Election of Directors:						For						Withheld						Broker Non-Votes
Christopher Ruddy						401,078,433						1,655,082						36,046,917
Nancy G. Brinker						401,292,865						1,440,659						36,046,917
Christopher N. Cox						401,380,043						1,353,472						36,046,917
R. Alexander Acosta						400,833,633						1,899,882						36,046,917
David Gandler						401,524,125						1,209,390						36,046,917
David A.R. Evans						402,198,077						535,438						36,046,917
Paula J. Dobriansky						402,108,139						625,376						36,046,917

Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the Company's fiscal year ending December 31, 2026.

For						Against						Abstentions
437,793,686						591,105						395,641

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: May 20, 2026

Newsmax Inc.
By:			/s/ Darryle Burnham
Name:			Darryle Burnham
Title:			Chief Financial Officer

FAQ

What was the purpose of Newsmax (NMAX) filing this 8-K?

The 8-K reports final voting results from Newsmax’s 2026 Annual Meeting of Stockholders. It details quorum levels, director elections, and ratification of the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as certified by the Inspector of Election.

How many Newsmax (NMAX) shares were represented at the 2026 Annual Meeting?

Holders of 85,626,759 Newsmax common shares were represented at the 2026 Annual Meeting. This equaled approximately 90.97% of the total shares of common stock entitled to vote, indicating very high stockholder participation either in person or by proxy.

Which directors were elected at the 2026 Newsmax (NMAX) Annual Meeting?

Stockholders elected Christopher Ruddy, Nancy G. Brinker, Christopher N. Cox, R. Alexander Acosta, David Gandler, David A.R. Evans, and Paula J. Dobriansky. Each will serve until the 2027 Annual Meeting of Stockholders and until a successor is elected and qualified or earlier departure.

How did Newsmax (NMAX) stockholders vote on the auditor ratification proposal?

Stockholders ratified BDO USA, P.C. as Newsmax’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totals were 437,793,686 shares for, 591,105 against, and 395,641 abstentions, showing strong support for the auditor appointment.

What is a broker non-vote in the context of Newsmax (NMAX) voting results?

A broker non-vote occurs when a bank or broker does not have authority to vote on a matter or lacks instructions from the beneficial owner. For Newsmax, broker non-votes were reported in the director election results but still counted toward meeting quorum requirements.

Who signed the Newsmax (NMAX) 8-K reporting the 2026 Annual Meeting results?

The report was signed on behalf of Newsmax Inc. by Darryle Burnham, the company’s Chief Financial Officer. The signature section confirms that the registrant caused the report to be signed by a duly authorized officer under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB