[8-K] RADIANT LOGISTICS, INC Reports Material Event

Rhea-AI Filing Summary

Radiant Logistics, Inc. reported the results of its annual stockholder meeting. As of the record date, 47,233,388 shares of common stock were issued and outstanding, each entitled to one vote.

Stockholders elected Bohn H. Crain, Richard P. Palmieri, Michael Gould, and Kristin E. Toth to the board of directors to serve until the 2026 annual meeting and until their successors are duly elected and qualified. Stockholders also approved the ratification of Baker Tilly US, LLP as independent auditor for the 2026 fiscal year.

On an advisory basis, stockholders approved the company’s executive compensation and also approved, on an advisory basis, holding the executive compensation advisory vote every one year.

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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): November 13, 2025

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-35392	04-3625550
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Triton Towers Two 700 S. Renton Village Place Seventh Floor
Renton, Washington				98057
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 425 462-1094

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, $0.001 Par Value		RLGT		NYSE American 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 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of the Company held on November 13, 2025, the holders of our outstanding common stock took the actions described below. As of the record date for the annual meeting, 47,233,388 shares of common stock were issued and outstanding, each entitled to one vote per share.

1.The stockholders elected Bohn H. Crain, Richard P. Palmieri, Michael Gould, and Kristin E. Toth to serve on our board of directors until the 2026 annual meeting of stockholders and their successors have been duly elected and qualified. The results of the voting are as follows:

Name	For			Against			Abstain	Broker Non-Votes
Bohn H. Crain		35,895,927			430,027		25,763		5,281,703
Richard P. Palmieri		33,752,445			2,573,081		26,191		5,281,703
Michael Gould		35,967,756			357,769		26,192		5,281,703
Kristin E. Toth		35,967,506			346,215		37,996		5,281,703

2.The stockholders approved a proposal to ratify the selection of Baker Tilly US, LLP as our independent auditor for the 2026 fiscal year. The results of the voting are as follows:

For			Against			Abstain	Broker Non-Votes
	41,418,855			187,172		27,393		None

3. The stockholders approved, on an advisory basis, our executive compensation. The results of the voting are as follows:

For			Against			Abstain	Broker Non-Votes
	34,773,560			658,203		919,954		5,281,703

4.The stockholders approved, on an advisory basis, the frequency of the advisory approval of executive compensation. The results of the voting are as follows:

3 Years	2 Years			1 Year			Abstain	Broker Non-Votes
4,859,949		27,807			31,178,828		285,133		5,281,703

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.

			Radiant Logistics, Inc.
Date:	November 19, 2025	By:	/s/ Todd Macomber
			Todd Macomber Senior Vice President and Chief Financial Officer

FAQ

What key decisions were made at Radiant Logistics (RLGT) 2025 annual meeting?

Stockholders elected four directors, ratified Baker Tilly US, LLP as independent auditor for the 2026 fiscal year, approved executive compensation on an advisory basis, and approved an annual frequency for future advisory votes on executive compensation.

Which directors were elected to Radiant Logistics (RLGT) board in 2025?

Stockholders elected Bohn H. Crain, Richard P. Palmieri, Michael Gould, and Kristin E. Toth to serve on the board until the 2026 annual meeting and until their successors are duly elected and qualified.

Did Radiant Logistics (RLGT) stockholders approve the independent auditor for 2026?

Yes. Stockholders approved the ratification of Baker Tilly US, LLP as Radiant Logistics’ independent auditor for the 2026 fiscal year, with the matter receiving strong support in the vote totals disclosed.

How did Radiant Logistics (RLGT) stockholders vote on executive compensation in 2025?

Stockholders approved executive compensation on an advisory basis, with 34,773,560 votes for, 658,203 against, 919,954 abstentions, and 5,281,703 broker non-votes.

What frequency did Radiant Logistics (RLGT) stockholders choose for say-on-pay votes?

On an advisory basis, stockholders supported holding say-on-pay votes every one year, with 31,178,828 votes for one year, compared with 4,859,949 for three years, 27,807 for two years, 285,133 abstentions, and 5,281,703 broker non-votes.

How many Radiant Logistics (RLGT) shares were entitled to vote at the 2025 annual meeting?

As of the record date for the annual meeting, 47,233,388 shares of Radiant Logistics common stock were issued and outstanding, with each share entitled to one vote.