RCI Hospitality shareholders back board, pay plan

Q: What matters did RICK stockholders vote on at the August 20, 2026 annual meeting?

Stockholders voted to elect six directors, ratify CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2026, and approve a non-binding advisory resolution on executive compensation.

Q: How many RICK shares were eligible to vote and how many were represented at the meeting?

Total common shares outstanding as of the June 22, 2026 record date were 7,644,500. Voting shares present in person or by proxy at the annual meeting totaled 6,146,297.

Q: What were the voting results for ratifying CBIZ CPAs P.C. as RICK’s auditor?

The ratification of CBIZ CPAs P.C. as independent registered public accounting firm received 6,074,895 votes for, 67,643 votes against, and 3,759 abstentions.

Q: Were all RICK director nominees elected at the 2026 annual meeting?

Yes. All six nominees—Eric S. Langan, Travis Reese, Luke Lirot, Yura Barabash, Elaine J. Martin, and Arthur Allan Priaulx—were elected. Each received more votes for than withheld, plus 2,409,544 broker non-votes applicable to the director elections.

RCI HOSPITALITY HOLDINGS, INC.

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Form Type

8-K

Rhea-AI Filing Summary

RCI HOSPITALITY HOLDINGS, INC. (RICK) reported the results of its August 20, 2026 Annual Meeting of Stockholders held at its Houston, Texas headquarters. Stockholders voted on electing six directors, ratifying the independent auditor, and a non-binding advisory resolution on executive compensation.

There were 7,644,500 shares of common stock outstanding as of the June 22, 2026 record date, and 6,146,297 voting shares were present in person or by proxy. All six director nominees were elected, the selection of CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending September 30, 2026 was ratified, and the say-on-pay advisory resolution was approved.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Shares outstanding: 7,644,500 shares Voting shares present: 6,146,297 shares Auditor ratification votes for: 6,074,895 +4 more

7 metrics

Shares outstanding 7,644,500 shares Total shares of common stock outstanding as of the June 22, 2026 record date

Voting shares present 6,146,297 shares Total voting shares present in person or by proxy at the annual meeting

Auditor ratification votes for 6,074,895 Votes for ratifying CBIZ CPAs P.C. as independent registered public accounting firm

Auditor ratification votes against 67,643 Votes against ratifying CBIZ CPAs P.C.

Say-on-pay votes for 3,181,534 Votes for the non-binding advisory resolution on executive compensation

Say-on-pay votes against 530,512 Votes against the non-binding advisory resolution on executive compensation

Broker non-votes 2,409,544 Broker non-votes for both director elections and the say-on-pay proposal

Key Terms

broker non-votes, non-binding advisory resolution, independent registered public accounting firm

3 terms

broker non-votes financial

"Additionally, there was a total of 2,409,544 broker non-votes for the election"

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 resolution financial

"To approve a non-binding advisory resolution on executive compensation"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

independent registered public accounting firm financial

"ratification of selection of CBIZ CPAs P.C. as 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What matters did RICK stockholders vote on at the August 20, 2026 annual meeting?

Stockholders voted to elect six directors, ratify CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2026, and approve a non-binding advisory resolution on executive compensation.

How many RICK shares were eligible to vote and how many were represented at the meeting?

Total common shares outstanding as of the June 22, 2026 record date were 7,644,500. Voting shares present in person or by proxy at the annual meeting totaled 6,146,297.

What were the voting results for ratifying CBIZ CPAs P.C. as RICK’s auditor?

The ratification of CBIZ CPAs P.C. as independent registered public accounting firm received 6,074,895 votes for, 67,643 votes against, and 3,759 abstentions.

How did RICK stockholders vote on the executive compensation advisory proposal?

The non-binding advisory resolution on executive compensation received 3,181,534 votes for, 530,512 votes against, and 24,707 abstentions, with an additional 2,409,544 broker non-votes recorded.

Were all RICK director nominees elected at the 2026 annual meeting?

Yes. All six nominees—Eric S. Langan, Travis Reese, Luke Lirot, Yura Barabash, Elaine J. Martin, and Arthur Allan Priaulx—were elected. Each received more votes for than withheld, plus 2,409,544 broker non-votes applicable to the director elections.

Who signed the 8-K for RICK reporting the 2026 annual meeting results?

The report was signed on behalf of RCI Hospitality Holdings, Inc. by Travis Reese, who is identified as Interim President and Chief Executive Officer, dated August 20, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 04:45 PM Accepted by SEC EDGAR 08/20/2026 - 04:44 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): August 20, 2026

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Texas	001-13992	76-0458229
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o			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, $0.01 par value

RICK

The Nasdaq Global 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 o

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. o

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On August 20, 2026, we held our Annual Meeting of Stockholders at our corporate offices located at 10737 Cutten Road, Houston, Texas 77066, for the following purposes:


(1)			To elect six directors, including Eric S. Langan, Travis Reese, Luke Lirot, Yura Barabash, Elaine J. Martin, and Arthur Allan Priaulx;

(2)			To ratify the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2026;

(3)			To approve a non-binding advisory resolution on executive compensation;

And to transact such other business as may properly come before the meeting.

Based on the votes received in person and by proxy, all of the above-named director nominees were elected, the selection of CBIZ CPAs P.C. was ratified, and the non-binding advisory resolution on executive compensation was approved. There were no other matters presented for action at the Annual Meeting.

The exact results of the stockholder vote are as follows:


Total Shares of Common Stock Outstanding as of the Record Date, June 22, 2026:			7,644,500

Total Voting Shares Present Either by Proxy or in Person of Common Stock:			6,146,297

Item 1: Election of Directors


	FOR	WITHHELD
Eric S. Langan	2,249,305	1,487,448
Travis Reese	2,730,503	1,006,250
Luke Lirot	2,033,700	1,703,053
Yura Barabash	1,730,545	2,006,208
Elaine J. Martin	2,017,522	1,719,231
Arthur Allan Priaulx	2,014,880	1,721,873

Additionally, there was a total of 2,409,544 broker non-votes for the election of directors.

Item 2: Ratification of selection of CBIZ CPAs P.C. as independent registered public accounting firm for fiscal year ending September 30, 2026


Votes for:			6,074,895
Votes against:			67,643
Votes abstained:			3,759

Item 3: Approval of non-binding advisory resolution on executive compensation


Votes for:			3,181,534
Votes against:			530,512
Votes abstained:			24,707

Additionally, there was a total of 2,409,544 broker non-votes for approval of the non-binding advisory resolution on executive compensation.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit Number						Description

104						Cover 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.


	RCI HOSPITALITY HOLDINGS, INC.

Date: August 20, 2026	By:	/s/ Travis Reese
		Travis Reese
		Interim President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents