Surge Components (SPRS) shareholders back board, auditor and 3-year rights plan extension

Rhea-AI Filing Summary

Surge Components, Inc. reported the results of its 2025 Annual Meeting of stockholders held on November 25, 2025. Stockholders elected six directors — Ira Levy, Steven J. Lubman, Alan Plafker, Peter Levy, Lawrence Chariton, and Gary Jacobs — to serve until the 2026 annual meeting, with each nominee receiving a substantial majority of votes cast, alongside broker non-votes.

Stockholders also ratified the appointment of Seligson & Giannattasio, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 4,243,348 votes for, 18,295 against, and 169,646 abstentions. In addition, stockholders approved a proposal to ratify an amendment to the company’s rights plan to amend and extend the plan for three years, with 2,650.921 votes for, 401,410 against, 44,734 abstentions, and 1,334,224 broker non-votes.

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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): December 2, 2025 (November 25, 2025)

SURGE COMPONENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-27688		11-2602030
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

95 East Jefryn Blvd., Deer Park, New York		11729
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 595-1818

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 240.13a-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.
N/A		N/A		N/A

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 November 25, 2025, the Company held its 2025 Annual Meeting (the “2025 Annual Meeting”). The voting results were as listed below:

Proposal 1: Election of Directors

The votes to elect six directors to hold office until the 2026 Annual Meeting of Stockholders as of November 25, 2025 were as follows:

		FOR		WITHHOLD		BROKER NON-VOTE
Ira Levy		3,037,542		59,523		1,334,224
Steven J. Lubman		3,037,542		59,523		1,334,224
Alan Plafker		2,975,992		121,073		1,334,224
Peter Levy		2,975,992		121,073		1,334,224
Lawrence Chariton		2,975,992		121,073		1,334,224
Gary Jacobs		2,975,992		121,073		1,334,224

Proposal 2: Ratification of the appointment of independent registered public accounting firm.

The votes as of November 25, 2025, to ratify the appointment of Seligson & Giannattasio, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, were as follows:

FOR		AGAINST		ABSTAIN
4,243,348		18,295		169,646

Proposal 3: To ratify the amendment to the rights plan for the purpose of amending and extending the plan for three years.

The votes as of November 25, 2025, were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
2,650.921		401,410		44,734		1,334,224

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SIGNATURE

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.

Date: December 2, 2025

Surge Components, Inc.

/s/ Ira Levy

Ira Levy

Chief Executive Officer

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FAQ

What did Surge Components, Inc. (SPRS) stockholders approve at the 2025 Annual Meeting?

At the 2025 Annual Meeting, Surge Components, Inc. stockholders elected six directors to serve until the 2026 annual meeting, ratified the appointment of Seligson & Giannattasio, LLP as independent registered public accounting firm for the year ending December 31, 2025, and approved a proposal to ratify an amendment to the companys rights plan to extend it for three years.

Who was elected to the board of directors of Surge Components, Inc. (SPRS)?

Stockholders elected six directors to hold office until the 2026 annual meeting: Ira Levy, Steven J. Lubman, Alan Plafker, Peter Levy, Lawrence Chariton, and Gary Jacobs. Each nominee received a majority of votes cast, along with broker non-votes reported.

Which audit firm did Surge Components, Inc. (SPRS) stockholders ratify for 2025?

Stockholders ratified Seligson & Giannattasio, LLP as Surge Components, Inc.s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 4,243,348 votes for, 18,295 against, and 169,646 abstentions.

What was the outcome of the rights plan amendment vote for Surge Components, Inc. (SPRS)?

Stockholders approved the proposal to ratify an amendment to Surge Components, Inc.s rights plan for the purpose of amending and extending the plan for three years. The vote results were 2,650.921 shares for, 401,410 against, 44,734 abstaining, and 1,334,224 broker non-votes.

What is the purpose of the rights plan amendment approved by Surge Components, Inc. (SPRS) stockholders?

The approved proposal ratifies an amendment to Surge Components, Inc.s rights plan for the stated purpose of amending and extending the plan for three years. The filing does not provide additional terms of the plan in this excerpt, but confirms stockholder approval of the extension.

When was the Surge Components, Inc. (SPRS) 2025 Annual Meeting held?

The 2025 Annual Meeting of Surge Components, Inc. stockholders was held on November 25, 2025, and the results reported relate to that meeting date.