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Snail (NASDAQ: SNAL) reports 2026 meeting director elections and auditor vote

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(Neutral)
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(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Snail, Inc. filed an amended current report to correct dates and present final voting results from its 2026 Annual Meeting of Stockholders. The company uses a dual‑class structure, with Class A common stock carrying one vote per share and Class B common stock carrying ten votes per share.

As of the April 15, 2026 record date, 13,873,422 Class A shares and 28,748,580 Class B shares were outstanding and entitled to vote. Holders representing 291,710,391 votes, or 96.8% of total voting power, were present or represented by proxy, establishing a quorum.

Stockholders elected eight directors, including Hai Shi and Jim Tsai, each receiving about 288 million votes for and minimal withheld votes, with broker non‑votes reported for each nominee. They also ratified BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 291,440,661 votes for, 204,581 against, and 65,149 abstentions.

Positive

  • None.

Negative

  • None.
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.
Class A shares entitled to vote 13,873,422 shares Class A common stock as of April 15, 2026 record date
Class B shares entitled to vote 28,748,580 shares Class B common stock as of April 15, 2026 record date
Total votes represented 291,710,391 votes Votes present or by proxy at 2026 Annual Meeting
Voting power represented 96.8% Percentage of total voting power at 2026 Annual Meeting
Votes for auditor ratification 291,440,661 votes For BDO USA, P.C. as 2026 independent auditor
Votes against auditor ratification 204,581 votes Against BDO USA, P.C. for fiscal year 2026
Abstentions on auditor ratification 65,149 votes Abstaining on BDO USA, P.C. ratification
Votes for Hai Shi 288,004,441 votes Director election at 2026 Annual Meeting
Annual Meeting of Stockholders financial
"On May 27, 2026, Snail, Inc. held its 2026 Annual Meeting of Stockholders"
record date financial
"As of April 15, 2026, the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"based on the following votes ... Votes Withheld ... Broker Non-Votes"
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.
independent registered public accounting firm financial
"ratified the appointment of BDO USA, P.C. as the Company’s 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.
quorum financial
"were present or represented by proxy, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 27, 2026

 

Snail, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41556   88-4146991

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

12049 Jefferson Blvd

Culver City, CA 90230

(Address of principal executive offices) (Zip Code)

 

+1 (310) 988-0643

(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:

 

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

Class A Common Stock, $0.0001 par value per share   SNAL  

The Nasdaq Stock Market LLC

(The Nasdaq Capital 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

 

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.

 

 

 

 

 

 

Explanatory Note

 

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Snail, Inc. with the Securities and Exchange Commission on May 28, 2026 (the “Original Report”). This Amendment is being filed to correct typographical errors in certain dates given in the Original Report.

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 27, 2026, Snail, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following are the results of the voting on the two (2) proposals (the “Proposals”) submitted to stockholders at the Annual Meeting. These Proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on April 17, 2026 with the Securities and Exchange Commission.

 

As of April 15, 2026, the record date for the Annual Meeting, there were 13,873,422 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 28,748,580 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), outstanding and entitled to vote. Of the Company’s common stock, the Class A Common Stock was entitled to one (1) vote per share and the Class B Common Stock was entitled to ten (10) votes per share at the Annual Meeting, constituting all of the outstanding voting securities of the Company as of the record date. At the Annual Meeting, the holders of shares holding 291,710,391 votes, constituting 96.8% of the total voting power of all outstanding securities of the Company generally entitled to vote, were present or represented by proxy, constituting a quorum.

 

Proposal 1–The stockholders elected the following eight (8) nominees for director to the Company’s Board of Directors to hold office until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified, based on the following votes:

 

Nominee  Votes For  Votes Withheld  Broker Non-Votes
Hai Shi  288,004,441  83,485  3,622,465
Jim Tsai  288,002,004  85,922  3,622,465
Heidy Chow  287,902,743  185,183  3,622,465
Peter Kang  287,950,693  137,233  3,622,465
Ying Zhou  287,950,293  137,633  3,622,465
Neil Foster  288,009,601  78,325  3,622,465
Sandra Pundmann  287,955,605  132,321  3,622,465
Ryan Jamieson  288,008,487  79,439  3,622,465

 

Proposal 2–The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following vote:

 

Votes For  Votes Against  Abstentions
291,440,661  204,581  65,149

 

No other items were presented for stockholder approval at the Annual Meeting.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SNAIL, INC.
     
Date: May 29, 2026 By: /s/ Hai Shi
  Name: Hai Shi
  Title: Chief Executive Officer

 

 

FAQ

What is the purpose of Snail (SNAL) this 8-K/A filing?

Snail, Inc. filed this amended report to correct date typos and restate final vote results from its 2026 Annual Meeting. It confirms director elections and the auditor ratification exactly as approved by stockholders at the meeting.

How many Snail (SNAL) shares were entitled to vote at the 2026 meeting?

A total of 13,873,422 Class A and 28,748,580 Class B common shares were outstanding and entitled to vote as of April 15, 2026. Class A carried one vote per share, while Class B carried ten votes per share.

What voting power was represented at Snail’s 2026 Annual Meeting?

Holders representing 291,710,391 votes were present or represented by proxy at the 2026 Annual Meeting, equal to 96.8% of the total voting power. This high participation confirmed a valid quorum for conducting official stockholder business.

Were all Snail (SNAL) director nominees elected at the 2026 meeting?

All eight director nominees, including Hai Shi and Jim Tsai, were elected to the board. Each received about 288 million votes for and relatively few votes withheld, with broker non‑votes reported but not affecting the election outcomes.

Which auditor did Snail (SNAL) stockholders ratify for fiscal 2026?

Stockholders ratified BDO USA, P.C. as Snail’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 291,440,661 votes for, 204,581 against, and 65,149 abstentions, indicating strong stockholder support.

What is Snail’s (SNAL) voting structure for Class A and Class B shares?

Snail uses a dual‑class voting structure. Each share of Class A common stock carries one vote, while each share of Class B common stock carries ten votes. Together they represent all outstanding voting securities as of the record date.

Filing Exhibits & Attachments

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