PodcastOne (PODC) shareholders back all directors and approve 2026 auditor

Rhea-AI Filing Summary

PodcastOne, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on September 8, 2025. Stockholders elected all seven director nominees, including Robert S. Ellin, James Berk, Jay Krigsman, Ramin Arani, Patrick Wachsberger, Carolyn Blackwood, and Jon Merriman, each receiving over 20.9 million votes in favor.

Stockholders also ratified the appointment of Macias Gini & O’Connell, LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026, with 23,582,862 votes for and minimal opposition. In addition, they approved a proposal allowing adjournment of the Annual Meeting if additional proxy solicitation were ever needed.

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 →

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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): September 8, 2025

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41795		35-2503373
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

345 North Maple Drive, Suite 295

Beverly Hills, CA 90210

(Address of principal executive offices) (Zip Code)

(310) 858-0888

(Registrant’s telephone number, including area code)

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 (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, $0.00001 par value per share		PODC		The NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

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 September 8, 2025, PodcastOne, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals and corresponding vote.

1. All seven nominees were elected to the Company’s Board of Directors with each director receiving votes as follows:

Election of Directors		For				Withheld				Broker Non-Vote
Robert S. Ellin			21,277,807				75,186				2,244,801
James Berk			20,966,905				386,088				2,244,801
Jay Krigsman			20,997,340				355,653				2,244,801
Ramin Arani			20,966,563				386,430				2,244,801
Patrick Wachsberger			21,332,668				20,305				2,244,801
Carolyn Blackwood			21,332,712				20,281				2,244,801
Jon Merriman			21,332,689				20,304				2,244,801

2. The ratification of the appointment of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The votes on this proposal were as follows:

For

Against

Abstained

Broker Non-Vote

23,582,862

13,905

1,028

‒

3. The approval, to adjourn the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. The votes on this proposal were as follows:

For

Against

Abstained

Broker Non-Vote

23,129,309

467,451

1,033

‒

No other matters were considered or voted upon at the Annual Meeting.

1

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.

	PODCASTONE, INC.
Dated: September 9, 2025	By:	/s/ Ryan Carhart
	Name:	Ryan Carhart
	Title:	Chief Financial Officer

2

FAQ

What did PodcastOne, Inc. (PODC) announce about its 2025 Annual Meeting?

PodcastOne, Inc. announced the voting results from its 2025 Annual Meeting of Stockholders held on September 8, 2025. Shareholders elected all seven director nominees and approved additional routine proposals related to the company’s auditor and potential adjournment of the meeting if more proxy votes were required.

Which directors were elected to PodcastOne, Inc.’s board at the 2025 meeting?

All seven nominated directors were elected: Robert S. Ellin, James Berk, Jay Krigsman, Ramin Arani, Patrick Wachsberger, Carolyn Blackwood, and Jon Merriman. Each nominee received more than 20.9 million votes in favor, with relatively few votes withheld and broker non-votes recorded on the director election proposals.

Did PodcastOne, Inc. (PODC) stockholders ratify the company’s independent auditor?

Yes, stockholders ratified Macias Gini & O’Connell, LLP as PodcastOne, Inc.’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The proposal received 23,582,862 votes for, with only 13,905 against and 1,028 abstentions, and no broker non-votes reported.

What was the outcome of the adjournment proposal at PodcastOne, Inc.’s 2025 Annual Meeting?

Stockholders approved a proposal allowing the company to adjourn the 2025 Annual Meeting if necessary to solicit additional proxies. The adjournment proposal received 23,129,309 votes for, 467,451 votes against, and 1,033 abstentions, with no broker non-votes reported on this specific item.

Were any other matters voted on at PodcastOne, Inc.’s 2025 Annual Meeting?

No additional matters were submitted for a vote at the 2025 Annual Meeting of PodcastOne, Inc. The business conducted was limited to electing seven directors, ratifying the independent auditor, and approving the potential adjournment proposal described in the meeting materials and subsequent current report.

Who signed the current report summarizing PodcastOne, Inc.’s 2025 Annual Meeting results?

The current report detailing the 2025 Annual Meeting voting results was signed on behalf of PodcastOne, Inc. by Ryan Carhart, the company’s Chief Financial Officer. His signature indicates authorization of the disclosure of the stockholder vote outcomes under the Securities Exchange Act of 1934.