Rafael Holdings (RFL) investors approve board slate, auditor and 1M-share plan boost

Rhea-AI Filing Summary

Rafael Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on January 8, 2026. All nominees for the Board of Directors were elected to one-year terms, each receiving around 5.2 million votes for and support levels above 84% of votes cast.

Stockholders also ratified the appointment of CohnReznick LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, with 6,064,445 votes for and 99.13% support. In addition, they approved an amendment to the 2021 Equity Incentive Plan to increase the Class B common stock available for awards by 1,000,000 shares, with 5,037,413 votes for and 82.34% support.

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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): January 8, 2026

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-38411		82-2296593
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

520 Broad Street Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212 658-1450

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))

 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)-2 of the Exchange Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class B common stock, par value $0.1 per share		RFL		New York Stock Exchange

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

(a) Rafael Holdings, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 8, 2026 (the “Meeting”).

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

Nominee		Votes For				Votes Against				Abstentions				Broker Non-Vote				% Votes For
Susan Y. Bernstein			5,301,437				23,239				862				792,079				86.66
Alan Grayson			5,304,083				20,540				915				792,079				86.70
Howard S. Jonas			5,268,431				56,255				852				792,079				86.12
Markus W. Sieger			5,304,107				20,557				874				792,079				86.70
Mark N. Stein			5,266,080				58,593				865				792,079				86.08
Michael J. Weiss			5,183,355				141,318				865				792,079				84.73

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2026.

The number of votes cast with respect to this matter was as follows:

Votes For				Votes Against				Abstentions				Broker Non-Vote				% Votes For
	6,064,445				39,412				13,760				0				99.13

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2021 Equity Incentive Plan that increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 1,000,000.

The number of votes cast with respect to this matter was as follows:

Votes For				Votes Against				Abstentions				Broker Non-Vote				% Votes For
	5,037,413				286,773				1,352				792,079				82.34

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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.

	RAFAEL HOLDINGS, INC.
	By:	/s/ David Polinsky
		Name:	David Polinsky
		Title:	Chief Financial Officer

Dated: January 12, 2026

2

FAQ

What did Rafael Holdings (RFL) announce from its January 8, 2026 annual meeting?

Rafael Holdings reported that stockholders elected all Board nominees to one-year terms, ratified CohnReznick LLP as auditor for the fiscal year ending July 31, 2026, and approved an increase in shares available under the 2021 Equity Incentive Plan.

Were all Rafael Holdings (RFL) director nominees elected?

Yes. All six nominees, including Susan Y. Bernstein, Alan Grayson, Howard S. Jonas, Markus W. Sieger, Mark N. Stein, and Michael J. Weiss, were elected, each receiving over 5.18 million votes for and at least 84.73% support of votes cast.

Did Rafael Holdings (RFL) stockholders ratify the company’s independent auditor?

Yes. Stockholders ratified the appointment of CohnReznick LLP as Rafael Holdings’ independent registered public accounting firm for the fiscal year ending July 31, 2026, with 6,064,445 votes for and 99.13% support.

What change was approved to Rafael Holdings’ 2021 Equity Incentive Plan?

Stockholders approved an amendment to the 2021 Equity Incentive Plan that increases the number of shares of Class B common stock available for awards by 1,000,000 shares. The proposal received 5,037,413 votes for and 82.34% support.

How many broker non-votes were recorded on Rafael Holdings (RFL) proposals?

For the director elections, there were 792,079 broker non-votes for each nominee. For the equity incentive plan amendment, there were also 792,079 broker non-votes, while the auditor ratification proposal had no broker non-votes.

Which Rafael Holdings (RFL) proposal received the highest level of support?

The ratification of CohnReznick LLP as independent registered public accounting firm received the highest support, with 99.13% of votes cast in favor (6,064,445 votes for, 39,412 against, and 13,760 abstentions).