[8-K] Royalty Management Holding Corporation Warrant Reports Material Event
Rhea-AI Filing Summary
The Form 8-K filed on 24 June 2025 by Royalty Management Holding Corporation ("the Company") discloses the final voting results from the combined 2024-2025 Annual Meeting. Out of 14,938,128 shares eligible to vote, roughly 11.3 million (≈75 % participation) were represented.
Proposal 1 – Election of Directors: All five incumbent directors—Julie K. Griffith, D. Joshua Hawes, Roy A. Smith, W. Benjamin Kincaid and Thomas Sauve—were re-elected with more than 99 % “for” votes and negligible opposition, securing terms through the 2027 Annual Meeting.
Proposal 2 – Re-domicile to Florida: Shareholders approved moving the Company’s legal domicile from Delaware to Florida with 11,178,392 for / 163,345 against (≈98.6 % support). The shift could lower state-level corporate taxes and streamline governance under Florida law.
Proposal 3 – Amended & Restated Charter and Bylaws: Received 11,283,357 for / 145,011 against (≈98.7 % support), aligning governing documents with the new jurisdiction and updating corporate provisions.
Proposal 4 – Auditor Appointment: CM3 Advisory was approved as independent registered public accounting firm for fiscal 2024-2025 by a wide margin (11,333,424 for; only 14,302 against).
No financial performance data, earnings guidance, or transactional announcements were included. The overwhelmingly favorable votes signal continued shareholder confidence and complete management control of board composition and strategic governance changes.
Positive
- Overwhelming shareholder support (≈98-99 % “for” votes) across all proposals demonstrates strong investor confidence in management and strategy.
- Approval to re-domicile to Florida could lower state corporate taxes and reduce administrative burden, potentially enhancing future cash flow.
Negative
- No financial metrics or strategic initiatives were disclosed, providing investors with limited insight into earnings outlook or growth plans.
- Approx. 25 % of shares did not vote, suggesting a segment of the shareholder base remains disengaged, though not necessarily opposed.
Insights
TL;DR: Shareholders green-light Florida move and updated charter; routine board and auditor confirmations.
The decisive approval (≈98-99 % support) of the domicile shift and amended governance documents gives management a mandate to transition from Delaware to Florida. This can reduce franchise tax exposure and simplify statutes, but the real impact depends on execution; the filing provides no cost-benefit quantification. Director re-elections and auditor ratification are standard and indicate stability. Because no capital-raising, M&A, or financial metrics were disclosed, the event is governance-focused rather than economic. I view the overall impact as modestly positive but not materially value-changing.
TL;DR: Clean votes show confidence; financial outlook unchanged—neutral for valuation.
With three-quarters of outstanding shares voting and >98 % in favor of each proposal, investors appear content with current leadership and strategy. The Florida relocation may trim administrative costs, yet the filing lacks quantified savings or timeline, limiting immediate valuation effects. Auditor continuity with CM3 Advisory reduces reporting risk. Absent earnings data, guidance, or new initiatives, I classify the 8-K as routine housekeeping that neither strengthens nor weakens the investment thesis.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 24, 2025, Royalty Management Holding Corporation (the “Company”) held its Annual Meeting of Shareholders for the year 2025, which also included the shareholder meeting for the year 2024 (both, the “Annual Meeting”). At the Annual Meeting, shareholders were afforded the opportunity to discuss Company affairs with management, to elect the directors, and to vote on the other matters identified below. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting, out of a total of 14,938,128 shares eligible to vote at the Annual Meeting:
Proposal 1 – Election of Directors. The stockholders elected each of the five director nominees to serve as directors until the Company’s 2027 Annual Meeting of Stockholders, or until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:
Name | Votes For | Votes Against | Abstentions |
Julie K. Griffith | 11,329,184 | 17,565 | 0 |
D. Joshua Hawes | 11,331,814 | 10,935 | 4,000 |
Roy A. Smith | 11,329,184 | 10,935 | 6,630 |
W. Benjamin Kincaid | 11,329,182 | 14,937 | 2,630 |
Thomas Sauve | 11,322,246 | 11,839 | 21,664 |
Proposal 2 – Change of the Company’s domicile from the State of Delaware to the State of Florida. The result of the vote taken at the Annual Meeting was as follows:
Votes For | Votes Against | Abstentions |
11,178,392 | 163,345 | 5,012 |
Proposal 3 – Approval of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. The result of the vote taken at the Annual Meeting was as follows:
Votes For | Votes Against | Abstentions |
11,283,357 | 145,011 | 5,012 |
Proposal 4 –Selection of CM3 Advisory as the Company’s independent registered public accounting firm for the fiscal years ending December 31, 2025 and 2024. The result of the vote taken at the Annual Meeting was as follows:
Votes For | Votes Against | Abstentions |
11,333,424 | 14,302 | 902 |
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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.
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Date: June 24, 2025 | By: | /s/ Thomas M. Sauve | |
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| Thomas M. Sauve |
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| Chief Executive Officer |
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FAQ
What was the main outcome of RMCOW's 2025 Annual Meeting?
How many votes supported the move of Royalty Management Holding Corporation to Florida?
Did any director face significant opposition in the election?
Who will serve as RMCOW's independent auditor for fiscal 2024 and 2025?
Were any financial results or earnings guidance included in this 8-K filing?
