[8-K] NetSol Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

NetSol Technologies (NASDAQ:NTWK) held its annual shareholder meeting on June 24, 2025, with 70.70% (8,279,429 shares) of outstanding shares participating. Shareholders elected five directors, with Ian Smith receiving the highest approval at 76.74%. The meeting included several key proposals: approval of executive compensation (72.95% in favor), ratification of Fortune CPA as auditors (85.02% in favor), authorization to increase shares from 15M to 18.5M (74.53% in favor), and adoption of the 2025 Equity Incentive Plan which narrowly passed with 51.18% approval.

Positive

• Strong auditor approval with 85.02% votes in favor
• Executive compensation plan received solid 72.95% shareholder support
• Share increase authorization approved with 74.53% support enabling future growth flexibility

Negative

• 2025 Equity Incentive Plan barely passed with minimal 51.18% approval
• Two directors received relatively low approval ratings below 70%
• Significant share dilution potential with 23.3% authorized share increase

Insights

Corporate Governance Analyst

Mixed shareholder sentiment revealed through voting patterns, with concerning levels of opposition on key proposals.

The voting results indicate significant shareholder dissent on multiple fronts. The narrow passage of the 2025 Equity Incentive Plan with only 51.18% approval signals strong shareholder concerns about potential dilution. Director elections showed varying levels of support, with two directors receiving less than 70% approval - Mark Caton (62.22%) and Syed Kausar Kazmi (65.72%), suggesting some governance concerns. The substantial share authorization increase of 3.5M shares (23.3% increase) gained solid approval at 74.53%, but this could indicate future dilution risks.

false 0001039280 0001039280 2025-06-24 2025-06-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 24, 2025

Commission file number: 0-22773

NETSOL TECHNOLOGIES, INC.

(Exact name of small business issuer as specified in its charter)

nevada		95-4627685
(State or other Jurisdiction of  Incorporation or Organization)		(I.R.S. Employer NO.)

16000 Ventura Blvd. Suite 770, Encino, CA 91436

(Address of principal executive offices) (Zip Code)

(818) 222-9195 / (818) 222-9197

(Issuer’s telephone/facsimile numbers, 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 (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 per share		NTWK		NASDAQ

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 24, 2025, NetSol Technologies, Inc. (the “Company”) convened its annual meeting of shareholders. The following proposals were submitted to a vote of security holders. Of the total issued and outstanding shares as of April 30, 2025 the record date, 70.70% or 8,279,429 shares voted in this election. Broker non-votes, which are voted in the ratification of appointment of auditors, are present for purposes of establishing a quorum, but are not considered voted in other proposals.

1. Election of Directors

The following were elected directors of the Company to hold office until the next Annual General Meeting of the Shareholders. A total of 7,194,620 shares of common stock cast votes for directors. The following sets forth the tabulation of the shares voted for each director:

Director		For				Against				Abstain				% of Total Voted For *
Najeeb Ghauri			5,351,407				1,840,557				2,656				74.40	%
Mark Caton			4,475,131				2,716,433				3,056				62.22	%
Malea Farsai			5,362,747				1,829,273				2,600				74.56	%
Syed Kausar Kazmi			4,727,098				2,464,823				2,699				65.72	%
Ian Smith			5,518,952				1,672,569				3,099				76.74	%

2. To approve, on an advisory basis, compensation of the Named Executive Officers:

The shareholders approved on an advisory basis the named executive officer compensation. The following sets forth the tabulation of the shares voting in connection with this proposal.

Total Shares Voted For Against Abstain % of Total Voted in Favor *

7,194,620 5,202,194 1,928,443 63,983 72.95%

3.. Ratification of Appointment of Auditors:

Fortune CPA, Inc. was appointed as Auditors for the Company for the fiscal year ending June 30, 2025. Ratification of this appointment was sought in this proposal. The following sets forth the tabulation of the shares voting for this matter.

Total Shares Voted		For		Against		Abstain		% of Total Voted in Favor *
8,279,429		7,038,591		1,239,683		1,155		85.02%

4. To approve the amendment of our articles of incorporation to increase the number of authorized shares of capital stock from 15,000,000 to 18,500,000 and common stock of the Company from 14,500,000 to 18,000,000 shares of common stock.

Total Shares Voted		For		Against		Abstain		% of Total Voted in Favor *
7,194,620		5,351,001		1,828,484		15,135		74.53%

5. To approve the adoption of the 2025 Equity Incentive Plan.

Total Shares Voted		For		Against		Abstain		% of Total Voted in Favor *
7,194,620		3,672,082		3,502,358		20,180		51.18%

* Less Abstention/Withheld

 Page 2

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NETSOL TECHNOLOGIES, INC.
Date:	June 25, 2025	/s/Najeeb Ghauri
		NAJEEB GHAURI
		Chief Executive Officer
Date:	June 25, 2025	/s/ Roger K. Almond
		ROGER K. ALMOND
		Chief Financial Officer

 Page 3

FAQ

What was the voter turnout for NTWK's annual shareholder meeting?

The voter turnout was 70.70% of total shares, with 8,279,429 shares participating in the meeting.

How did shareholders vote on NTWK's 2025 Equity Incentive Plan?

The 2025 Equity Incentive Plan was narrowly approved with 51.18% of votes in favor (3,672,082 shares for vs 3,502,358 against).

What was the proposed share increase for NTWK and how did shareholders vote?

NTWK proposed increasing authorized shares from 15M to 18.5M, which was approved with 74.53% of votes in favor.

Which NTWK director received the highest shareholder approval?

Ian Smith received the highest approval at 76.74% of votes cast, followed by Malea Farsai at 74.56%.