Strong support at XMax Inc. (NASDAQ: NVFY) 2026 meeting for directors, auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

XMax Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 5, 2026. Shareholders elected six directors, including Umesh Patel and Xiaohua Lu, to serve until the 2027 annual meeting. Each director nominee received over 12.4 million votes in favor, with relatively few votes against or abstentions and 5,752,115 broker non-votes recorded for each.

Shareholders approved and ratified the appointment of Enrome LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 18,214,504 votes for and small numbers against or abstaining. On an advisory, non-binding basis, shareholders approved the compensation of named executive officers with 12,467,949 votes for. In a separate advisory vote on frequency, most shareholders favored holding the executive compensation vote every year, and the Board currently intends to conduct this advisory vote annually.

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

Votes for Umesh Patel: 12,332,165 votes Votes for Xiaohua Lu: 12,470,649 votes Auditor ratification votes for Enrome LLP: 18,214,504 votes +3 more

6 metrics

Votes for Umesh Patel 12,332,165 votes Director election at 2026 annual meeting

Votes for Xiaohua Lu 12,470,649 votes Director election at 2026 annual meeting

Auditor ratification votes for Enrome LLP 18,214,504 votes Approval as independent registered public accounting firm for 2026

Say-on-pay advisory votes for 12,467,949 votes Advisory approval of named executive officer compensation

Broker non-votes on director elections 5,752,115 votes Recorded for each director nominee

Annual say-on-pay frequency votes 12,468,727 votes Support for 1-year frequency option

Key Terms

broker non-votes, independent registered public accounting firm, advisory, non-binding basis, emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 18,214,504 | | 7,189 | | 1,770 | | N/A"

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 public accounting firm financial

"appointment of Enrome LLP. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

advisory, non-binding basis financial

"The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers"

emerging growth company regulatory

"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"

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.

frequency of the advisory vote financial

"advisory vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers"

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Understanding 8-K Material Events →

06/09/2026 - 04:30 PM

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 5, 2026

XMAX Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-36259	90-0746568
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

6565 E. Washington Blvd., Commerce, CA 90040

(Address of Principal Executive Office) (Zip Code)

(323) 888-9999

(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))

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. ☐

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, par value $0.001 per share		XMAX		Nasdaq Stock Market

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 5, 2026, XMax Inc., a Nevada corporation (the “Company”), held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). A quorum was present at the meeting as required by the Second Amended and Restated Bylaws of the Company. The final voting results of the matters submitted to a shareholder vote at the meeting are as follows:

Proposal 1: Election of Directors

The following six individuals were elected to the Board of Directors of the Company to serve as directors until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified by votes as follows:

Nominees	Votes Cast For		Votes Against		Abstain		Broker Non-Votes
Umesh Patel		12,332,165		137,019		2,164		5,752,115
Xiaohua Lu		12,470,649		554		145		5,752,115
Yizhou (Steven) Zhao		12,451,556		19,647		145		5,752,115
Ming-Cherng Sky Tsai		12,404,876		66,327		145		5,752,115
Wen Tao		12,470,618		585		145		5,752,115
Matthew Beck		12,470,732		471		145		5,752,115

Proposal 2: Approval and Ratification of the Appointment of Enrome LLP as the Company’s Independent Registered Public Accounting Firm

The shareholders approved and ratified the appointment of Enrome LLP. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as follows:

For		Against		Abstain		Broker Non-Votes
18,214,504		7,189		1,770		N/A

Proposal 3: Advisory Vote on the Compensation of Named Executive Officers

The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers as follows:

For		Against		Abstain		Broker Non-Votes
12,467,949		928		2,471		5,752,115

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers

The results of the advisory, non-binding vote as to the frequency of the advisory vote on the compensation of named executive officers were as follows:

1 Year		2 Years		3 Years		Abstain
12,468,727		2,083		417		121

As described above, a majority of the votes cast at the Annual Meeting voted, in an advisory, non-binding vote, in favor of having a shareholder vote to approve the compensation of the Company’s named executive officers every year. In light of such vote, and consistent with the recommendation of the Company’s Board of Directors, the Board of Directors determined that it currently intends to hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year.

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.

	XMax Inc.

	/s/ Xiaohua Lu
	Xiaohua Lu
	Chief Executive Officer

June 9, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did XMax Inc. (NVFY) shareholders decide at the 2026 annual meeting?

Shareholders elected six directors, ratified Enrome LLP as auditor, approved executive compensation on an advisory basis, and backed holding the pay vote every year. All proposals received strong support, with large majorities voting in favor and limited opposition or abstentions.

Which directors were elected to XMax Inc.’s board at the 2026 meeting?

Shareholders elected Umesh Patel, Xiaohua Lu, Yizhou (Steven) Zhao, Ming-Cherng Sky Tsai, Wen Tao, and Matthew Beck. Each will serve until the 2027 annual meeting and until a successor is duly elected and qualified, receiving more than 12.4 million votes cast for their election.

Did XMax Inc. (NVFY) shareholders approve the company’s auditor for 2026?

Yes, shareholders approved and ratified Enrome LLP as XMax Inc.’s independent registered public accounting firm for the year ending December 31, 2026. The vote recorded 18,214,504 shares in favor, 7,189 against, 1,770 abstentions, and auditor ratification had no broker non-votes.

How did XMax Inc. shareholders vote on executive compensation in 2026?

On an advisory, non-binding basis, shareholders approved compensation for named executive officers with 12,467,949 votes for, 928 against, and 2,471 abstentions. There were 5,752,115 broker non-votes. This indicates broad, though not unanimous, support for the current executive pay program.

How often will XMax Inc. hold say-on-pay votes after the 2026 meeting?

Shareholders most strongly supported holding the advisory say-on-pay vote every year, with 12,468,727 votes for one-year frequency. Based on this result and its own recommendation, the board stated it currently intends to hold the advisory compensation vote annually going forward.

What were the broker non-votes on XMax Inc.’s 2026 shareholder proposals?

For the director elections and the advisory vote on executive compensation, there were 5,752,115 broker non-votes on each proposal. Broker non-votes occur when brokers do not have discretionary authority to vote certain shares on non-routine matters without specific shareholder instructions.

Filing Exhibits & Attachments

3 documents