Princeton Capital (PIAC) re-elects board and confirms 2025 auditor

Rhea-AI Filing Summary

Princeton Capital Corporation reported the results of its 2025 Annual Meeting of Stockholders held on December 18, 2025. Stockholders re-elected four directors — Darren Stainrod, Mark DiSalvo, Martin Laidlaw, and Greg Bennett — each receiving roughly 115.8 million votes for and fewer than 80,000 votes withheld, with broker non-votes reported at 179,810 for each nominee.

Stockholders also ratified the selection of WithumSmith&Brown, PC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 116,081,745 votes for, and no votes against or abstentions. A proposal to approve potential adjournment of the Annual Meeting to solicit additional proxies was approved with 116,079,087 votes for and 2,658 against, but an adjournment was ultimately not needed.

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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): December 18, 2025 (December 18, 2025)

PRINCETON CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		814-00710		46-3516073
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer ID Number)

800 Turnpike Street Suite 300 North Andover, Massachusetts		01845
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (978) 794-3366

(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))

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
None		None		None

Item 5.07. Submission of Matters to a Vote of Security Holders

On December 18, 2025, Princeton Capital Corporation, a Maryland corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the stockholders voted on (i) the election of Darren Stainrod, Mark DiSalvo, Martin Laidlaw, and Greg Bennett to the Company’s Board of Directors, (ii) the ratification of the selection of WithumSmith&Brown, PC (“WithumSmith”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and (iii) the approval of the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies.

The stockholders re-elected all four nominees for director, ratified the selection of WithumSmith for the year ending December 31, 2025, and approved the adjournment of the Annual Meeting to solicit additional proxies, however it was not necessary.

The full results of the matters voted on at the 2025 Annual Meeting are set forth below:

Proposal No. 1 – Election of Directors:

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Darren Stainrod			115,822,260				79,675				179,810
Mark S. DiSalvo			115,901,885				50				179,810
Martin Laidlaw			115,822,260				79,675				179,810
Greg Bennett			115,822,260				79,675				179,810

Proposal No. 2 – Ratification of the Selection of WithumSmith&Brown, PC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025:

Votes For			Votes Against			Abstentions
	116,081,745			0			0

There were no broker non-votes for Proposal 2.

Proposal No. 3 – To Approve the Adjournment of the Annual Meeting, if Necessary or Appropriate, to Solicit Additional Proxies:

Votes For			Votes Against			Abstentions
	116,079,087			2,658			0

There were no broker non-votes for Proposal 3.

No other proposals were submitted to a vote of the Company’s stockholders.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Dated: December 18, 2025

	PRINCETON CAPITAL CORPORATION
	By:	/s/ Gregory J. Cannella
		Name: Gregory J. Cannella
		Title: Chief Financial Officer

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FAQ

What did Princeton Capital Corporation (PIAC) vote on at the 2025 Annual Meeting?

Stockholders voted on three items: re-election of four directors, ratification of WithumSmith&Brown, PC as independent registered public accounting firm for the year ending December 31, 2025, and approval of a potential adjournment of the meeting to solicit additional proxies.

Which directors were re-elected to Princeton Capital Corporation's board?

Stockholders re-elected Darren Stainrod, Mark DiSalvo, Martin Laidlaw, and Greg Bennett to the Board of Directors at the 2025 Annual Meeting.

What were the vote results for the director elections at Princeton Capital Corporation?

Each director nominee received 115,822,260 or 115,901,885 votes for, with 50 to 79,675 votes withheld, and 179,810 broker non-votes reported for each nominee.

Which audit firm did Princeton Capital Corporation stockholders ratify for fiscal 2025?

Stockholders ratified WithumSmith&Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 116,081,745 votes for and no votes against or abstentions.

Was the proposal to adjourn Princeton Capital Corporation's 2025 Annual Meeting approved?

Yes. The adjournment proposal was approved with 116,079,087 votes for, 2,658 votes against, and no abstentions, although an adjournment ultimately was not necessary.

Were there any other proposals voted on at Princeton Capital Corporation's 2025 Annual Meeting?

No. No other proposals were submitted to a vote of stockholders beyond the director elections, auditor ratification, and the adjournment proposal.