PhenixFIN (NASDAQ: PFX) holders back directors, auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PhenixFIN Corporation reported the results of its Annual Meeting of Stockholders held on March 20, 2026, where stockholders approved all three proposals presented. Two directors, Karen Hirtler-Garvey and Lowell W. Robinson, were elected for three-year terms.

Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, with 1,412,772 votes for. An advisory vote on executive compensation was approved, receiving 956,003 votes for, 29,980 against, and 90,616 abstentions.

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.

Understanding 8-K Material Events →

03/20/2026 - 04:02 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): March 20, 2026

PHENIXFIN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		814-00818		27-4576073
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. employer identification no.)

445 Park Avenue, 10th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (212) 859-0390

Not Applicable

(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 exchange on which registered
Common Stock, par value $0.001 per share	PFX	The NASDAQ Global Market
5.25% Notes due 2028	PFXNZ	The NASDAQ Global Market

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 March 20, 2026, PhenixFIN Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). During this meeting, the Company’s stockholders were asked to consider and vote upon three proposals: (1) to elect two directors of the Company, to serve for a term of three years, or until his or her successor is duly elected and qualified; (2) to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026; and (3) to provide an advisory vote on executive compensation.

Stockholders of record at the close of business on January 23, 2026 were entitled to vote at the Annual Meeting. As of January 23, 2026, there were 2,000,560 shares of common stock outstanding and entitled to vote. A quorum consisting of 1,424,752 shares of common stock of the Company were present or represented by proxy at the Annual Meeting.

The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Proposals 1, 2, and 3 were approved by the requisite vote.

Proposal 1: Election of directors.

Nominee	For		Withheld
Karen Hirtler-Garvey		1,037,446		39,153
Lowell W. Robinson		968,775		107,824

Broker Non-Votes: 348,153

Proposal 2: Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

For				Against				Abstain
	1,412,772				11,416				564

Broker Non-Votes: 0

Proposal 3: Advisory vote on executive compensation.

For				Against				Abstain
	956,003				29,980				90,616

Broker Non-Votes: 348,153

- 1 - 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, PhenixFIN Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: March 20, 2026	PHENIXFIN CORPORATION

	/s/ David Lorber
	Name:	David Lorber
	Title:	Chief Executive Officer

- 2 - 

Source: View Original Filing on SEC EDGAR

FAQ

What did PhenixFIN (PFX) stockholders approve at the March 20, 2026 meeting?

Stockholders approved all three proposals at the March 20, 2026 Annual Meeting. They elected two directors, ratified KPMG LLP as independent auditor for the 2026 fiscal year, and gave advisory approval to the company’s executive compensation program through a say-on-pay vote.

Which directors were elected at PhenixFIN (PFX)’s 2026 Annual Meeting?

Stockholders elected Karen Hirtler-Garvey and Lowell W. Robinson to the board. Hirtler-Garvey received 1,037,446 votes for and 39,153 withheld, while Robinson received 968,775 votes for and 107,824 withheld, with 348,153 broker non-votes recorded for this proposal.

How did PhenixFIN (PFX) stockholders vote on the ratification of KPMG LLP?

Stockholders strongly supported KPMG LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026. The proposal received 1,412,772 votes for, 11,416 against, and 564 abstentions, with no broker non-votes recorded for this auditor ratification item.

What were the results of PhenixFIN (PFX)’s say-on-pay vote in 2026?

Stockholders approved PhenixFIN’s executive compensation on an advisory basis. The say-on-pay proposal received 956,003 votes for, 29,980 against, and 90,616 abstentions, with 348,153 broker non-votes, indicating overall support for the company’s compensation practices at the 2026 Annual Meeting.

How many PhenixFIN (PFX) shares were outstanding and represented at the 2026 meeting?

As of the January 23, 2026 record date, 2,000,560 shares of common stock were outstanding and entitled to vote. A quorum was achieved with 1,424,752 shares present or represented by proxy at the March 20, 2026 Annual Meeting of Stockholders.

Filing Exhibits & Attachments

4 documents