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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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October 2, 2026
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SUI GROUP HOLDINGS LIMITED
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(Exact Name of Registrant as Specified in Its Charter)
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Minnesota
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001-41472
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90-0316651
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1907 Wayzata Boulevard,
Suite 205
Wayzata,
MN
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55391
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(Address of Principal Executive Offices)
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(Zip Code)
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(952)
479-1923
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(Registrant's Telephone Number, Including Area Code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock, par value $0.001
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SUIG
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The Nasdaq Stock Market LLC
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a) On
October 2, 2026, SUI Group Holdings Limited (the “Company”) reconvened its 2026 annual meeting of shareholders (the “Meeting”). Of the 76,802,872 shares of the Company’s common stock entitled to vote at the Meeting, an aggregate of 43,893,691
shares, representing 57.15% of the shares entitled to vote, were present in person or by proxy, constituting a quorum.
(b) At
the Meeting, the Company’s shareholders approved the reincorporation of the Company from a Minnesota corporation to a Delaware corporation. The proposal is described in
more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2026, as revised by the revised definitive proxy statement filed with the SEC on August 13, 2026, and as
amended by any additional amendments or revisions filed with the SEC (together, the “Proxy Statement”).
The voting results, in shares of the Company’s common stock, for the proposal are set forth below:
Proposal 2 – Reincorporation of the Company from Minnesota to Delaware by Statutory Conversion:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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43,606,785
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284,704
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2,199
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3
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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 THEREUNTO DULY AUTHORIZED.
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SUI GROUP HOLDINGS LIMITED
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Date: October 6, 2026
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By:
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/s/ Douglas M. Polinsky
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Name: Douglas M. Polinsky
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Title: Chief Executive Officer
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