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  4. [8-K] Red Cat Holdings, Inc. Reports Material Event

Executive pay vote fails as Red Cat (NASDAQ: RCAT) reelects full board

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Red Cat Holdings reported the results of its 2026 annual shareholder meeting. Stockholders re-elected five directors, with support for nominees ranging from 14.3 million to 21.6 million votes, and ratified KPMG LLP as auditor with 70.4 million votes in favor.

However, the non-binding advisory vote on executive compensation failed, with 15.2 million votes for and 21.3 million against, plus 0.8 million abstentions. The Compensation Committee stated that it will consider this feedback, and may use an independent compensation advisor, when evaluating future pay programs for senior executives.

Positive

  • None.

Negative

  • Shareholders rejected executive pay program: the non-binding say-on-pay proposal received 15.2 million votes for and 21.3 million against, indicating clear investor dissatisfaction with compensation for Named Executive Officers.

Insights

Shareholders backed the board and auditor but rejected executive pay.

Red Cat stockholders re-elected all five directors and strongly ratified KPMG LLP as auditor, with 70.4 million votes in favor and no broker non-votes. This shows broad support for board composition and the chosen audit firm.

The advisory vote on executive compensation failed, with 21.3 million votes against versus 15.2 million for. While non-binding, this signals dissatisfaction with how Named Executive Officers are paid. The Compensation Committee indicates it will consider the vote and may engage an independent compensation advisor when revising future pay structures.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 122,051,175 shares Common stock outstanding as of April 23, 2026 record date
Shares represented 71,433,137 shares Common stock present in person or by proxy at 2026 meeting
Auditor ratification votes for 70,445,245 votes Votes in favor of KPMG LLP as 2026 auditor
Say-on-pay votes for 15,194,017 votes Votes in favor of executive compensation advisory proposal
Say-on-pay votes against 21,304,013 votes Votes against executive compensation advisory proposal
Director support high end 21,607,419 votes Highest “for” vote among director nominees (Jeffrey M. Thompson)
Director support low end 14,348,726 votes Lowest “for” vote among director nominees (Nicholas Liuzza Jr.)
broker non-votes financial
"Nominee | For | Withheld | Broker Non-Votes"
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.
non-binding advisory vote financial
"Proposal 3 - A non-binding advisory vote to approve the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Named Executive Officers financial
"approve the compensation of the Company’s Named Executive Officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
quorum financial
"71,433,137 shares of the Common Stock were represented ... constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
definitive proxy statement financial
"each of which was described in the Company’s definitive proxy statement"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
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Understanding 8-K Material Events →
FALSE000074826800007482682026-03-182026-03-18

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 18, 2026
Red Cat Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada001-4020288-0490034
(State or other jurisdiction
 of incorporation)		(Commission
 File Number)		(I.R.S. Employer
 Identification No.)
2800 S West Temple, Suite 5
 South Salt Lake, UT
(Address of principal executive offices)
84115
(Zip Code)
Registrant’s telephone number, including area code: (800) 466-9152
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001RCAT
The Nasdaq Capital 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 June 18, 2026, Red Cat Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 23, 2026 (the “Record Date”), there were 122,051,175 shares of common stock (the “Common Stock”) outstanding, each share being entitled to one vote. Accordingly, as of the Record Date, there were 122,051,175 votes available to be cast. At the Annual Meeting, the holders of 71,433,137 shares of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.
Proposal 1 - Election of five directors to hold office until the Annual Meeting of Stockholders to be held in 2027 or until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, disqualification or removal.
NomineeForWithheldBroker Non-Votes
Jeffrey M. Thompson21,607,41915,652,03334,173,685
Joseph Freedman17,225,49120,033,96134,173,685
Nicholas Liuzza Jr.14,348,72622,910,72634,173,685
Christopher R. Moe17,592,05419,667,39834,173,685
General (R) Paul E. Funk II14,585,50922,673,94334,173,685
Proposal 2 - The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
ForAgainstAbstentionsBroker Non-Votes
70,445,245613,920373,9720
Proposal 3 - A non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers.
ForAgainstAbstentionsBroker Non-Votes
15,194,01721,304,013761,42234,173,685
This proposal did not receive the affirmative vote of a majority of the votes cast. The Compensation Committee of the Company’s board of directors (the “Compensation Committee”) designed a compensation program intended to align the interests of the Company’s executive officers with those of its stockholders, enhance the personal stake of executive officers in the growth and success of the Company through equity awards, provide an incentive for the executive officers’ continued service at the Company, and provide an opportunity for the executive officers to increase their Company stock ownership levels. The Compensation Committee may, as appropriate, retain an independent compensation advisor to review the Company’s compensation program and to consider this advisory vote in future compensation decisions, with the continuing goal to align compensation of executive officers with the interests of the Company’s stockholders.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No.		Description
104Cover Page Interactive Data File (embedded within the inline XBRL document)


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.
RED CAT HOLDINGS, INC.
Dated: June 25, 2026By:/s/ Christian Morrison
Name:Christian Morrison
Title:Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Red Cat (RCAT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five directors, ratifying KPMG LLP as auditor, and approving executive compensation on an advisory basis. All directors were re-elected and KPMG was ratified, but the advisory vote on executive pay did not receive majority support.

Did Red Cat (RCAT) shareholders approve the company’s executive compensation in 2026?

No. The non-binding advisory vote on executive compensation received 15.2 million votes for, 21.3 million against, and 0.8 million abstentions. Because a majority of votes cast were against, the proposal failed, signaling concerns with the current pay program for Named Executive Officers.

Were Red Cat (RCAT) directors re-elected at the 2026 annual meeting?

Yes. All five nominees, including Jeffrey M. Thompson and Joseph Freedman, were re-elected. Support levels ranged from 14.3 million to 21.6 million votes “for,” with substantial broker non-votes reflecting shares that could not vote on the election proposals.

Did Red Cat (RCAT) shareholders ratify KPMG as the company’s auditor?

Yes. Shareholders ratified KPMG LLP as Red Cat’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 70.4 million “for,” 0.6 million “against,” and 0.4 million abstentions, with no broker non-votes recorded.

How many Red Cat (RCAT) shares were entitled to vote at the 2026 meeting?

As of the April 23, 2026 record date, 122,051,175 shares of common stock were outstanding, each entitled to one vote. At the meeting, holders of 71,433,137 shares were present in person or by proxy, establishing a valid quorum for conducting business.

Filing Exhibits & Attachments

3 documents

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