Red Violet (NASDAQ: RDVT) holders back board, auditor and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Red Violet, Inc. reported results from its 2026 Annual Meeting of Stockholders held on June 3, 2026. Stockholders represented 12,094,664 of the 14,112,391 common shares entitled to vote as of April 9, 2026, providing strong participation.

All five director nominees, including CEO Derek Dubner, were elected to serve until the 2027 annual meeting or until successors are chosen. Stockholders also ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, with 12,083,156 votes in favor and only 9,602 against.

On an advisory basis, stockholders approved 2025 compensation for named executive officers, with 8,925,718 votes for and 238,311 against, alongside 525,610 abstentions and 2,405,025 broker non-votes. These outcomes indicate general support for the company’s board, auditor selection and executive pay program.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 represented: 12,094,664 shares Shares outstanding: 14,112,391 shares Auditor ratification for votes: 12,083,156 votes +5 more

8 metrics

Shares represented 12,094,664 shares Represented at 2026 annual meeting

Shares outstanding 14,112,391 shares Common stock outstanding and entitled to vote as of April 9, 2026

Auditor ratification for votes 12,083,156 votes Votes for ratifying Grant Thornton LLP for 2026

Auditor ratification against votes 9,602 votes Votes against ratifying Grant Thornton LLP for 2026

Say-on-pay for votes 8,925,718 votes Votes for 2025 executive compensation advisory approval

Say-on-pay against votes 238,311 votes Votes against 2025 executive compensation advisory approval

Broker non-votes on say-on-pay 2,405,025 votes Broker non-votes for advisory compensation proposal

Votes for Derek Dubner 8,474,133 votes Votes for election of director Derek Dubner

Key Terms

broker non-vote, independent registered public accounting firm, Say on Pay, emerging growth company

4 terms

broker non-vote financial

"There were 2,405,025 broker non-votes for this proposal."

independent registered public accounting firm financial

"to ratify the appointment of Grant Thornton, LLP as the independent registered public accounting firm"

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.

Say on Pay financial

"Say on Pay. The stockholders voted to approve, on an advisory basis, the Company’s named executive officers’ compensation"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

emerging growth company regulatory

"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.

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Understanding 8-K Material Events →

06/05/2026 - 04:59 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 3, 2026

RED VIOLET, INC.

(Exact name of Registrant as specified in its charter)

     Delaware
(State or other jurisdiction of incorporation or organization)

     001-38407
(Commission 
File Number)

     82-2408531
(I.R.S. Employer
Identification Number)

2650 North Military Trail, Suite 300, Boca Raton, FL 33431

(Address of principal executive offices) (Zip Code)

561-757-4000
(Registrant’s telephone number, including area code)

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 (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, $0.001 par value per share	RDVT	The NASDAQ Stock Market 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 5.07 is incorporated herein by reference.

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

On June 3, 2026, Red Violet, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the total number of shares represented in person or by proxy was 12,094,664 of the 14,112,391 shares of common stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 9, 2026. The following matters were voted upon at the Annual Meeting:

Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Stockholders in 2027 or until their successors are elected and qualified. The votes cast were as follows:


Director Nominee	For	Vote Withheld	Broker Non-Vote

Derek Dubner	8,474,133	1,215,506	2,405,025

William Livek	9,401,190	288,449	2,405,025

Steven Rubin	4,346,340	5,343,299	2,405,025

Lisa Stanton	9,421,726	267,913	2,405,025

Greg Strakosch	9,530,425	159,214	2,405,025

Ratification of Independent Public Accounting Firm for 2026. The stockholders voted to ratify the appointment of Grant Thornton, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026. The stockholder vote was as follows:


Votes	12,083,156	FOR the resolution

Votes	9,602	AGAINST the resolution

Votes	1,906	ABSTAIN

There were no broker non-votes for this proposal.

Say on Pay. The stockholders voted to approve, on an advisory basis, the Company’s named executive officers’ compensation for 2025, as described in the proxy statement for the Annual Meeting in accordance with Regulation S-K, Item 402. The stockholder vote was as follows:


Votes	8,925,718	FOR the resolution

Votes	238,311	AGAINST the resolution

Votes	525,610	ABSTAIN

There were 2,405,025 broker non-votes for this proposal.

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 Violet, Inc.

Date: June 5, 2026	By:	/s/ Derek Dubner
		Derek Dubner
		Chief Executive Officer (Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Red Violet (RDVT) stockholders vote on at the 2026 annual meeting?

Red Violet stockholders voted on electing five directors, ratifying Grant Thornton LLP as the 2026 independent registered public accounting firm, and approving 2025 executive compensation on an advisory basis. All three proposals received sufficient support to pass.

How many Red Violet (RDVT) shares were represented at the 2026 annual meeting?

A total of 12,094,664 shares were represented in person or by proxy at the 2026 annual meeting, out of 14,112,391 common shares outstanding and entitled to vote as of the April 9, 2026 record date, reflecting a high level of shareholder participation.

Were all Red Violet (RDVT) director nominees elected in 2026?

All five director nominees, including Derek Dubner, William Livek, Steven Rubin, Lisa Stanton and Greg Strakosch, were elected to the board. Each will serve until the 2027 annual meeting or until a successor is elected and qualified, based on majority support from voting shareholders.

Did Red Violet (RDVT) stockholders approve the 2025 executive compensation package?

Yes. On an advisory basis, 8,925,718 votes were cast in favor of the 2025 named executive officers’ compensation, 238,311 were against and 525,610 abstained. There were 2,405,025 broker non-votes, but the proposal still received clear shareholder approval.

Which audit firm did Red Violet (RDVT) stockholders ratify for 2026?

Stockholders ratified Grant Thornton LLP as Red Violet’s independent registered public accounting firm for the year ending December 31, 2026. The vote was strongly supportive, with 12,083,156 votes for, 9,602 against and 1,906 abstentions, and no broker non-votes recorded.

Filing Exhibits & Attachments

1 document