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Star Equity (NASDAQ: STRR) investors back directors and pay plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Star Equity Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 27, 2026. As of the March 31, 2026 record date, 3,707,314 shares of common stock were outstanding, and 3,176,323 shares were represented in person or by proxy, constituting a quorum.

Stockholders elected seven directors to serve until the 2027 annual meeting, with each nominee receiving over 2.20 million votes in favor and substantial broker non-votes. They also approved, on a non-binding advisory basis, the compensation of Star’s named executive officers.

Finally, stockholders ratified the appointment of Wolf & Company, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 3,173,908 votes for and only 2,415 votes against, indicating strong support for the auditor selection.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 3,707,314 shares Common stock outstanding and entitled to vote as of March 31, 2026
Shares represented at meeting 3,176,323 shares Common stock represented in person or by proxy at 2026 annual meeting
Say-on-pay votes for 2,047,900 votes Votes for approval of named executive officer compensation (Proposal 2)
Auditor ratification votes for 3,173,908 votes Votes for ratification of Wolf & Company, P.C. as auditor for 2026
Director example votes for 2,244,844 votes Votes for director nominee Mimi K. Drake under Proposal 1
Annual Meeting of Stockholders financial
"Star Equity Holdings, Inc. (“Star”) held its Annual Meeting of Stockholders on May 27, 2026"
non-binding advisory basis financial
"Approved, on a non-binding advisory basis, the compensation of Star’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"Ratified the appointment of Wolf & Company, P.C. as Star’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.
Broker Non-Votes financial
"Nominee | | Votes For | | 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.
quorum financial
"3,176,323 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted 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
 
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
 

Star Equity Holdings, Inc.
(Exact name of registrant as specified in charter)

Delaware001-3870459-3547281
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

53 Forest Avenue, Suite 101
Old Greenwich, CT 06870
(Address of Principal Executive Offices)
 
Registrant's telephone number, including area code (203489-9500
N/A
(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 obligation of the registrant under any of the following provisions:
 
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueSTRRThe NASDAQ Stock Market LLC
Series A Preferred Stock, $0.001 par valueSTRRPThe NASDAQ Stock Market LLC
Preferred Share Purchase Rights
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.

Star Equity Holdings, Inc. (“Star”) held its Annual Meeting of Stockholders on May 27, 2026 (the “Annual Meeting”). As of the close of business on March 31, 2026, the record date for the Annual Meeting, there were 3,707,314 shares of Star’s common stock, par value $0.001 per share (the “Common Stock”), outstanding and entitled to vote. A total of 3,176,323 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, Star’s stockholders:

(a) Elected seven directors to serve on Star’s board of directors until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified (Proposal 1);

(b) Approved, on a non-binding advisory basis, the compensation of Star’s named executive officers as disclosed in Star’s proxy statement filed on April 30, 2026 (the “Proxy Statement”) (Proposal 2);

(c) Ratified the appointment of Wolf & Company, P.C. as Star’s independent registered public accounting firm to audit Star’s financial statements for the fiscal year ending December 31, 2026 (Proposal 3);

For additional information on these proposals, please see the Proxy Statement. The voting results for each of these proposals are set forth below:

Proposal 1 - Election of Board of Directors

Nominee Votes For Votes WithheldBroker Non-Votes
Mimi K. Drake  2,244,8443,617927,862
Jeffrey E. Eberwein 2,205,47142,990927,862
Todd Fruhbeis2,245,1793,282927,862
Connia M. Nelson 2,204,13444,327927,862
Jennifer Palmer2,244,9553,506927,862
Louis Parks2,245,1353,326927,862
Robert G. Pearse 2,204,48243,979927,862

Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of Star’s named executive officers

Votes For Votes Against Abstentions Broker Non-Votes
2,047,90099,960100,601927,862

Proposal 3 - Ratification of the appointment of Wolf & Company, P.C. as Star’s independent registered public accounting firm to audit Star’s financial statements for the fiscal year ending December 31, 2026

Votes For Votes Against Abstentions Broker Non-Votes
3,173,9082,415


Item 9.01.Financial Statements and Exhibits.
 
(d) Exhibits

The following exhibit is included with this Current Report on Form 8-K:

EXHIBIT INDEX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


1



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.
 
STAR EQUITY HOLDINGS, INC.
 (Registrant)
  
By:/s/ MATTHEW K. DIAMOND
 Matthew K. Diamond
 Chief Accounting Officer
  
 Dated:May 27, 2026

2

FAQ

What did Star Equity Holdings (STRR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing seven directors, approving executive compensation on a non-binding advisory basis, and ratifying Wolf & Company, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, confirming the company’s proposed governance and audit choices.

How many Star Equity (STRR) shares were eligible and present for the 2026 annual meeting?

As of March 31, 2026, 3,707,314 shares of common stock were outstanding and entitled to vote. At the meeting, 3,176,323 shares were represented in person or by proxy, establishing a quorum and allowing the company to conduct official stockholder business and elections.

Were Star Equity’s director nominees elected at the 2026 annual meeting?

All seven director nominees, including Mimi K. Drake and Jeffrey E. Eberwein, were elected to the board. Each nominee received more than 2.20 million votes for, with relatively few votes withheld and 927,862 broker non-votes recorded for each director election proposal.

How did Star Equity shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of Star Equity’s named executive officers. The say-on-pay proposal received 2,047,900 votes for, 99,960 against, 100,601 abstentions, and 927,862 broker non-votes, indicating overall support for the company’s disclosed pay practices.

Which audit firm did Star Equity stockholders ratify for fiscal 2026?

Stockholders ratified Wolf & Company, P.C. as Star Equity’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 3,173,908 votes for, 2,415 against, and no abstentions or broker non-votes, reflecting strong backing for the auditor selection.

Did Star Equity achieve a quorum for its 2026 annual stockholder meeting?

Yes, Star Equity achieved a quorum for its 2026 annual meeting. Of the 3,707,314 shares of common stock entitled to vote as of March 31, 2026, a total of 3,176,323 shares were represented in person or by proxy, allowing all scheduled proposals to be considered.

Filing Exhibits & Attachments

4 documents