NextBoat (NYSE: NXB) stockholders back directors, auditor and equity plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NextBoat Inc. reported the results of its annual meeting of stockholders held on June 24, 2026. As of the May 4, 2026 record date, 24,355,000 shares of common stock were outstanding and entitled to vote, and 17,799,178 shares were represented, constituting a quorum.

Stockholders elected seven directors to one-year terms ending at the 2027 annual meeting. Each nominee received over 16.9 million votes in favor, with no votes against and modest abstentions plus broker non-votes.

Stockholders also ratified M&K CPAS PLLC as independent registered public accounting firm for the year ending December 31, 2026, with 17,738,132 votes for, 35,516 against and 25,530 abstentions. In addition, they approved the First Amended and Restated 2025 Equity Incentive Plan, which received 16,286,014 votes for, 743,753 against, 36,060 abstentions and 733,351 broker non-votes.

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

Shares entitled to vote: 24,355,000 shares Shares represented: 17,799,178 shares Votes for auditor ratification: 17,738,132 votes +4 more

7 metrics

Shares entitled to vote 24,355,000 shares Common stock outstanding as of May 4, 2026 record date

Shares represented 17,799,178 shares Shares present virtually or by proxy at June 24, 2026 meeting

Votes for auditor ratification 17,738,132 votes Ratification of M&K CPAS PLLC for fiscal year 2026

Votes for equity plan 16,286,014 votes Approval of First Amended and Restated 2025 Equity Incentive Plan

Votes against equity plan 743,753 votes Opposition to the amended 2025 Equity Incentive Plan

Director votes for Brian John 16,925,626 votes Votes in favor of Brian John as director, Proposal 1

Broker non-votes on Proposal 3 733,351 votes Broker non-votes on the equity incentive plan proposal

Key Terms

Broker Non-Votes, Emerging growth company, independent registered public accounting firm, First Amended and Restated 2025 Equity Incentive Plan, +1 more

5 terms

Broker Non-Votes financial

"Broker Non-Votes | --------------------------------------------------------------- | 16,286,014 |"

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.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

independent registered public accounting firm regulatory

"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.

First Amended and Restated 2025 Equity Incentive Plan financial

"Approval of First Amended and Restated 2025 Equity Incentive Plan."

annual meeting of stockholders financial

"held its annual meeting of stockholders (the “Annual Meeting”)."

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 05:01 PM Accepted by SEC EDGAR 06/25/2026 - 05:00 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 24, 2026

NextBoat Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-42930

33-2636992

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1701 Jel Wade Dr

Wilmington, NC 28401

(Address of principal executive offices)

Registrant’s telephone number, including area code: (910) 772-9277

N/A

(Former name or former address, if changed since last report)

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		NXB		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 June 24, 2026, NextBoat Inc., a Nevada corporation (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”). As of the record date of May 4, 2026, there were 24,355,000 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 17,799,178 shares of common stock were represented virtually or by proxy, constituting a quorum. The results of the matters voted upon at the Annual Meeting are set forth below.

Proposal 1 - Election of Directors. The stockholders elected the seven director nominees named below to serve for one-year terms expiring at the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The results of the vote were as follows:

Director	For	Against	Abstain	Broker Non-Votes
Brian John	16,925,626	0	140,201	733,351
Jason Ruegg	16,957,475	0	108,352	733,351
Andrew Simmons	16,925,726	0	140,101	733,351
Mike Kosloske	16,960,126	0	105,701	733,351
Mary Reynolds	16,956,916	0	108,911	733,351
Jim Segrave	16,956,826	0	109,001	733,351
George Jousma	16,946,394	0	119,433	733,351

Proposal 2 - Ratification of M&K. The stockholders ratified the appointment of M&K CPAS PLLC (“M&K”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:

For				Against				Abstain				Broker Non-Votes
	17,738,132				35,516				25,530				0

Proposal 3 - Approval of First Amended and Restated 2025 Equity Incentive Plan. The stockholders approved the Company’s First Amended and Restated 2025 Equity Incentive Plan, including the amendments described in the Company’s definitive proxy statement for the Annual Meeting. The results of the vote were as follows:

For				Against				Abstain				Broker Non-Votes
	16,286,014				743,753				36,060				733,351

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: June 25, 2026	NextBoat Inc.

	By:	/s/ Brian John
	Name:	Brian John
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did NextBoat Inc. (NXB) stockholders vote on at the June 24, 2026 annual meeting?

Stockholders elected seven directors, ratified M&K CPAS PLLC as independent auditor for 2026, and approved the First Amended and Restated 2025 Equity Incentive Plan. All three proposals received strong support based on the reported vote totals.

How many NextBoat (NXB) shares were eligible and present for the 2026 annual meeting vote?

As of the May 4, 2026 record date, 24,355,000 common shares were outstanding and entitled to vote. At the annual meeting, 17,799,178 shares were represented virtually or by proxy, which the company reported as constituting a quorum for business.

Were NextBoat Inc. (NXB) director nominees elected at the 2026 annual meeting?

Yes. Seven director nominees, including Brian John and six others, were elected to one-year terms ending at the 2027 annual meeting. Each nominee received more than 16.9 million votes for, with zero votes against and only limited abstentions plus broker non-votes.

Did NextBoat (NXB) stockholders approve the amended 2025 Equity Incentive Plan?

Yes. The First Amended and Restated 2025 Equity Incentive Plan was approved with 16,286,014 votes for, 743,753 against, 36,060 abstentions and 733,351 broker non-votes. The plan includes amendments described in the company’s definitive proxy statement for the annual meeting.

Which audit firm did NextBoat Inc. (NXB) stockholders ratify for fiscal year 2026?

Stockholders ratified M&K CPAS PLLC as NextBoat’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 17,738,132 votes for, 35,516 against and 25,530 abstentions, with no broker non-votes reported on this proposal.

Filing Exhibits & Attachments

3 documents