Southland Holdings Shifts to Annual Director Elections in Governance Overhaul
Rhea-AI Filing Summary
Southland Holdings held its 2025 annual meeting of stockholders on June 13, with 87.1% of shares (47,049,024 of 53,996,404 total shares) represented. Three key proposals were voted on:
- Board Declassification: Shareholders approved amending the Certificate of Incorporation and Bylaws to declassify the Board of Directors with 43.6M votes in favor (96.2% approval)
- Director Elections: Two Class II directors were elected: - Izzy Martins (43.6M votes in favor) - Rudy Renda (43.5M votes in favor) Their terms will expire in 2026 if the declassification proposal is implemented, otherwise 2028
- Auditor Ratification: Grant Thornton LLP was ratified as independent auditor for FY2025 with 45.3M votes in favor (96.3% approval)
The company is classified as an emerging growth company. All proposals received strong shareholder support, with approval rates above 96% for each item.
Positive
- Strong shareholder participation with 87.1% of shares represented at annual meeting
- Shareholders approved board declassification with overwhelming support (43.6M votes for vs 1.7M against), improving corporate governance
- Both director nominees received strong approval with over 43M votes each, indicating strong shareholder confidence in leadership
Negative
- None.
Insights
Southland Holdings approved board declassification, improving shareholder rights by enabling annual director elections instead of staggered terms.
The shareholders of Southland Holdings have overwhelmingly approved the declassification of the company's Board of Directors, with over 43.6 million votes in favor (representing approximately 96% of votes cast on this proposal). This governance reform represents a significant enhancement to shareholder rights and corporate accountability. By moving from a staggered board structure to annual elections for all directors, shareholders gain more frequent opportunities to evaluate board performance and express their views through voting.
The declassification means directors who previously would have served three-year terms will now stand for election annually beginning at the 2026 meeting. This change aligns with modern corporate governance best practices advocated by institutional investors and proxy advisory firms. Declassified boards are generally associated with increased board responsiveness to shareholders and can remove anti-takeover protections that sometimes shield underperforming management teams. The strong voter turnout of 87.1% of eligible shares demonstrates active shareholder engagement, with both director nominees receiving strong support exceeding 95% of votes cast.
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 Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’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 (see General Instruction 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2025, Southland Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders. The total number of shares of the Company’s common stock, par value $0.0001 per share, issued, outstanding and entitled to vote at the meeting was 53,996,404 shares. Represented at the meeting either in person or by proxy were 47,049,024 shares, or 87.1% of shares entitled to vote. All proposals were approved by the requisite stockholder vote. The results of the votes for the proposals were as follows:
Proposal No. 1 – Declassification of the Board of Directors
To approve the declassification of the Company’s Board of Directors by amending the Company’s (1) Second Amended and Restated Certificate of Incorporation and (2) Amended and Restated Bylaws.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| 43,605,325 | 1,715,789 | 10,029 | 1,717,881 |
Proposal No. 2 – Election of Directors
To elect two Class II directors of the Company for a term set to expire at the 2028 annual meeting or if Proposal 1 is approved, at the 2026 annual meeting.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |
| Izzy Martins | 43,583,584 | 1,732,484 | 14,805 | 1,717,881 |
| Rudy Renda | 43,483,440 | 1,839,358 | 8,345 | 1,717,881 |
Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm
To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes Cast For | Votes Cast Against | Abstentions | |
| 45,334,515 | 1,714,414 | 95 |
1
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.
| Dated: June 20, 2025 | SOUTHLAND HOLDINGS, INC. | ||
| By: | /s/ Frank S. Renda | ||
| Name: | Frank S. Renda | ||
| Title: | President and Chief Executive Officer | ||
2
FAQ
What were the voting results for SLND's board declassification proposal in June 2025?
Who were the Class II directors elected to SLND's board in 2025?
What was the shareholder participation rate at SLND's 2025 annual meeting?
Did SLND shareholders approve Grant Thornton as their 2025 auditor?
Is SLND considered an emerging growth company as of June 2025?
