Andrew Penn joins SharonAI (NASDAQ: SHAZ) as non-executive board chairman
Rhea-AI Filing Summary
SharonAI Holdings Inc. appointed Andrew Penn as a member and Chair of its Board of Directors, effective upon his signing a Director Appointment Letter. He will serve as a Class II director until the Company’s 2027 annual meeting of stockholders and has been assigned to the Corporate Governance and Nominating, Compensation, and Audit and Risk Management Committees.
Under his Director Appointment Letter, Penn will receive an initial one-time grant of 40,000 restricted stock units vesting in three equal annual installments, an annual grant of 6,944 restricted stock units vesting after one year, and annual cash compensation of $165,000. The Company also issued a press release announcing his appointment and highlighting his extensive leadership experience across telecommunications, financial services, and cyber security governance.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
2025 Omnibus Equity Incentive Plan financial
Material Definitive Agreement regulatory
Regulation FD regulatory
forward-looking statements regulatory
emerging growth company regulatory
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
Date
of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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 obligations of the registrant under any of the following provisions (see General Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 1.01 Entry into a Material Definitive Agreement.
The information contained below in Item 5.02 related to the Director Appointment Letter (as defined below) is hereby incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2026, the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), appointed Mr. Andrew Penn to serve as a member of, and as the Chair of, the Board, effective upon his countersigning the Director Appointment Letter (defined below), to fill a vacancy on the Board of Directors.
Mr. Penn was elected as a Class II director and will serve on the Board until the Company’s 2027 annual meeting of stockholders at which time he will stand for election alongside the Company’s other Class II directors. The Board has appointed Mr. Penn to serve as a member of the Corporate Governance and Nominating Committee, the Compensation Committee and the Audit and Risk Management Committee.
Mr. Penn Andrew Penn is a global business and technology leader with deep experience across financial services, technology, telecommunications, and both digital and physical infrastructure. He currently serves as a Non-Executive Director of Coles Group Limited (ASX: COL) and is Chair of its Audit and Risk Committee. He is also Chair of Visit Victoria and a Senior Adviser with McKinsey & Company.
Mr. Penn previously served as Chief Executive Officer and Managing Director of Telstra Corporation Limited (ASX: TLS) from 2015 to 2022, leading one of Australia’s largest telecommunications and technology companies through major strategic, operational, and technology transformation. Prior to Telstra, he was Chief Executive Officer of AXA Asia Pacific Holdings from 2006 to 2011, overseeing a large-scale financial services business across multiple Asia-Pacific markets.
Mr. Penn has also served as Chair of the Expert Advisory Boards for Australia’s 2020 and 2023 National Cyber Security Strategies, reflecting significant experience in cyber risk governance and national digital resilience. In recognition of his contributions, he was appointed an Officer of the Order of Australia (AO) in the 2023 Australia Day Honours for distinguished service to business, charitable organizations, youth, and the arts.
There is no arrangement or understanding with any person pursuant to which Mr. Penn was appointed as a member of the Board. There are no transactions or relationships between the Company and Mr. Penn that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Penn’s appointment to the Board, Mr. Penn entered into a Director Appointment Letter dated May 20, 2026, with the Company (the “Director Appointment Letter”). Pursuant to the Director Appointment Letter, Mr. Penn will receive: (a) an initial once-off grant of 40,000 restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest in equal amounts on the first anniversary of the date of grant, on the second anniversary of the date of grant and on the third anniversary of the date of grant, (b) an annual grant of 6,944 restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest on the first anniversary of the date of grant; and (c) annual cash compensation of $165,000.
The description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 22, 2026, the Company issued a press release announcing the appointment of Andrew Penn to the Board. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Director Appointment Letter by and between Andrew Penn and SharonAI Holdings Inc. dated May 21, 2026 | |
| 99.1 | Press Release dated May 22, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
| SHARONAI HOLDINGS, INC. | ||
| By: | /s/ Tim Flahvin | |
| Name: | Tim Flahvin | |
| Title: | General Counsel | |
| Date: May 22, 2026 | ||
Exhibit 99.1
Sharon AI Appoints Mr. Andrew Penn as Chairman of the Board of Directors
New
York, USA,
Mr. Penn is a global business and technology leader with deep and broad expertise across financial, technology, telecommunications, digital and physical infrastructure.
“I am excited to join the board at such a pivotal and exciting time. I look forward to leveraging my experience to help Sharon AI shape its strategic goals and expand its impact in the coming years,” said Andrew Penn.
Mr. Penn is a non executive director and Chair of the Audit and Risk Committee of the Coles Group (ASX:COL) and Chair of Visit Victoria. He is also a Senior Adviser with McKinsey & Company.
Mr. Penn was formerly the CEO of Telstra (2015-2022) (ASX:TLS), CEO oF AXA Asia Pacific Holdings (2006-2011) and Chair of the Expert Advisory Boards for Australia’s 2020 and 2023 National Cyber Security Strategies.
Mr. Penn was named an Officer of the Order of Australia (AO) in the 2023 Australia Day honours for distinguished services to business, charitable organisations, youth and the arts.
“We are delighted that Mr. Penn has joined the Sharon AI board of directors as Chairman as we enter our next phase of growth. His expertise across technology, telecommunications, digital and physical infrastructure, in addition to his proven track record of successfully guiding technology businesses through periods of rapid growth will add significant value to our business,” said James Manning, Co-founder and CEO at Sharon AI.
-ENDS-
| -1- |
Disclosure Information
Sharon AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI) to disseminate information about the Company, and can be additional sources of information outside press releases, regulatory filings with the Securities and Exchange Commission (SEC) and any other conference calls, webcasts, investor days, etc. that the company may hold.
About Sharon AI
SharonAI Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI”), a leading Australian Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU/CPU Compute Infrastructure. Our AI Cloud platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.
Contacts
Sharon AI Media Enquiries:
Ross Barrows – Head of Capital Strategy & Investor Relations
Ross.barrows@sharonai.com
Zachary Nevas
IMS Investor Relations
+1 203.972.9200
sharonai@imsinvestorrelations.com
# # #
| -2- |
Forward-Looking Statements
This press release may contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the completion of the offering and the intended use of proceeds. Examples of such forward-looking statements include but are not limited to express or implied statements regarding Sharon AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:
| ● | Service and product offerings; |
| ● | Receipt and use of proceeds; |
| ● | The deployment of assets and expansion of network procurement; |
| ● | Sharon AI’s ability to engage with additional potential customers; |
| ● | Expansion of Sharon AI’s data center footprint and capacity; and |
| ● | The strengthening of Sharon AI’s partner network. |
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all of the risks described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed with the SEC. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the SEC, which are available at www.sec.gov.
The forward-looking statements and other information contained in this news release are made as of the date hereof and Sharon AI does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
| -3- |