Resolute Holdings (NYSE: RHLD) reveals 2026 director elections and auditor ratification outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Resolute Holdings Management, Inc. reported the results of its 2026 annual stockholder meeting held on June 11, 2026. Stockholders elected four Class II directors to terms ending at the 2029 annual meeting and ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.

There were 8,257,442 common shares outstanding and entitled to vote as of April 15, 2026, and 7,823,266 shares were represented, establishing a quorum. Support for the director nominees ranged from 6,077,202 to 6,838,335 votes in favor, and the auditor ratification received 7,818,712 votes in favor, with minimal opposition.

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.

Key Figures

Shares outstanding entitled to vote: 8,257,442 shares Shares represented at meeting: 7,823,266 shares Highest director support: 6,838,335 votes +5 more

8 metrics

Shares outstanding entitled to vote 8,257,442 shares Common stock outstanding as of April 15, 2026 record date

Shares represented at meeting 7,823,266 shares Common stock represented virtually or by proxy at 2026 annual meeting

Highest director support 6,838,335 votes Votes for director nominee Brian F. Hughes

Lowest director support 6,077,202 votes Votes for director nominee Mark R. James

Broker non-votes on directors 894,443 votes Broker non-votes for Proposal No. 1 director elections

Auditor ratification for votes 7,818,712 votes Votes in favor of ratifying Ernst & Young LLP for 2026

Auditor ratification against votes 1,775 votes Votes against ratifying Ernst & Young LLP

Auditor ratification abstentions 2,779 votes Abstentions on Auditor Ratification Proposal

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, Broker Non-Votes, quorum, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026"

independent registered public accounting firm financial

"ratification of the appointment of Ernst & Young LLP as the Company’s 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.

Broker Non-Votes financial

"Broker Non-Votes: 894,443"

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.

quorum financial

"7,823,266 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, 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.

record date financial

"At the close of business on April 15, 2026, the record date for the determination of stockholders entitled to vote"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

Available on EDGAR 06/12/2026 - 04:18 PM Accepted by SEC EDGAR 06/12/2026 - 04:18 PM

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 11, 2026

Resolute Holdings Management, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

001-42458

33-1246734

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


445 Park Avenue, Suite 5B New York, NY	10022
(Address of Principal Executive Offices)	(Zip Code)

(212) 256-8405

(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:

☐ 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, par value $0.0001 per share	RHLD	NYSE

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

Resolute Holdings Management, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026. At the Annual Meeting, the following matters were submitted to a vote of holders of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”):

1.The election of four (4) Class II directors to serve on the Company’s board of directors for a term expiring at the Company's 2029 annual meeting of stockholders and until their successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death; and

2.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”).

At the close of business on April 15, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were an aggregate of 8,257,442 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 7,823,266 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.

At the Annual Meeting, (i) the four (4) Class II directors were elected, and (ii) the Auditor Ratification Proposal was approved.

Proposal No. 1 - Election of the Class II Directors

The vote with respect to the election of each of the directors was as follows:


Nominees	For	Withheld
Joseph J. DeAngelo	6,431,815	497,008
Brian F. Hughes	6,838,335	90,488
Mark R. James	6,077,202	851,621
Thomas R. Knott	6,201,597	727,226

Broker Non-Votes: 894,443

Proposal No. 2 - Auditor Ratification Proposal

The vote with respect to the Auditor Ratification Proposal was as follows:


For		Against		Abstain
7,818,712		1,775		2,779

Broker Non-Votes: N/A

SIGNATURE

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.

Date: June 12, 2026

		RESOLUTE HOLDINGS MANAGEMENT, INC.

		By:	/s/ David A.P. Marshall
		Name:	David A.P. Marshall
		Title:	Chief Legal Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Resolute Holdings (RHLD) stockholders vote on at the 2026 annual meeting?

Stockholders elected four Class II directors and ratified Ernst & Young LLP as auditor. The directors will serve until the 2029 annual meeting, and the ratification covers the audit for the fiscal year ending December 31, 2026.

How many Resolute Holdings (RHLD) shares were eligible and present for the 2026 annual meeting vote?

There were 8,257,442 common shares outstanding and entitled to vote as of April 15, 2026. At the meeting, 7,823,266 shares were represented virtually or by proxy, which was sufficient to constitute a quorum for conducting business.

How did Resolute Holdings (RHLD) stockholders vote on the Class II director nominees?

Support for the four Class II director nominees ranged from 6,077,202 to 6,838,335 votes in favor, with between 90,488 and 851,621 votes withheld. There were also 894,443 broker non-votes recorded for this proposal during the election.

Which auditing firm did Resolute Holdings (RHLD) stockholders ratify for fiscal year 2026?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received 7,818,712 votes for, 1,775 votes against, and 2,779 abstentions, with no broker non-votes.

Did Resolute Holdings (RHLD) achieve a quorum at its 2026 annual meeting?

Yes, the company achieved a quorum. Of the 8,257,442 shares outstanding and entitled to vote as of April 15, 2026, holders of 7,823,266 shares were represented virtually or by proxy at the 2026 annual meeting, allowing votes to be validly taken.

Who signed the Resolute Holdings (RHLD) report on the 2026 annual meeting results?

The report on the 2026 annual meeting voting results was signed on behalf of the company by David A.P. Marshall. He is identified as Chief Legal Counsel and Corporate Secretary, signing under the requirements of the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

4 documents