SurgePays holders approve all 2026 meeting proposals

SurgePays, Inc. reported results of its annual stockholder meeting held on June 16, 2026.

(Moderate)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

SurgePays, Inc. reported results of its annual stockholder meeting held on June 16, 2026. Stockholders representing 17,275,798 shares, about 68.8% of the 25,121,895 voting shares outstanding as of May 5, 2026, were present or voted, establishing a quorum.

All four director nominees were re-elected, each receiving over 9.8 million votes in favor. Stockholders also ratified TAAD, LLP as independent registered public accounting firm for the year ending December 31, 2026, with 15,872,799 votes for. In addition, stockholders approved securities purchase agreements with institutional investors entered into in 2025 and 2026, including the issuance of common stock equal to 20% or more of the company’s common stock, with 10,076,231 votes for and 1,127,018 against.

Insights

Shareholders backed all agenda items, including a sizable potential stock issuance.

The meeting confirms broad support for SurgePays leadership, with all director nominees re-elected and the outside auditor TAAD, LLP ratified for the 2026 fiscal year. Turnout was solid, with about 68.8% of eligible voting shares represented.

A key decision was approving securities purchase agreements with institutional investors from 2025–2026 and authorizing issuance of common stock equal to 20% or more of existing common stock. This creates room for meaningful equity issuance, which can fund growth but may dilute existing holders, depending on how the Transactions proceed.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Shares represented: 17,275,798 shares Shares outstanding: 25,121,895 shares Meeting turnout: 68.8% +3 more

6 metrics

Shares represented 17,275,798 shares Voting common stock present or voted at June 16, 2026 annual meeting

Shares outstanding 25,121,895 shares Total outstanding voting common shares as of May 5, 2026 record date

Meeting turnout 68.8% Percentage of outstanding voting shares represented at the annual meeting

Auditor ratification votes for 15,872,799 votes Votes in favor of ratifying TAAD, LLP for fiscal year ending December 31, 2026

Issuance approval threshold 20% or more Authorized issuance of common stock relative to existing common stock in Transactions

Proposal 3 votes for 10,076,231 votes Votes for approving securities purchase agreements and related stock issuance

Key Terms

quorum, record date, independent registered public accounting firm, securities purchase agreements, +1 more

5 terms

quorum regulatory

"were present virtually at or were voted at the Annual Meeting, 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.

record date regulatory

"common stock as of May 5, 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.

independent registered public accounting firm financial

"Ratification of the appointment of TAAD, LLP 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.

securities purchase agreements financial

"Approval of the terms of securities purchase agreements entered into between the Company and certain institutional investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

Transactions financial

"the transactions contemplated thereby (the “ Transactions ”), and the issuance of shares"

Transactions are exchanges where money, securities, or other assets move from one party to another, covering simple trades like buying or selling stock and larger corporate deals such as mergers, acquisitions, or asset sales. They matter to investors because each transaction can change who owns value, alter a company’s cash, debt or future profits, and signal shifts in strategy or risk—like pieces on a chessboard being moved that change the game's outlook.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SurgePays (SURG) shareholders vote on at the June 16, 2026 meeting?

Shareholders voted on re-electing four directors, ratifying TAAD, LLP as independent registered public accounting firm for 2026, and approving securities purchase agreements with institutional investors, including issuance of common stock equal to 20% or more of existing common stock.

Did SurgePays (SURG) re-elect its board members at the 2026 annual meeting?

Yes. All four director nominees—Kevin Brian Cox, David N. Keys, David May, and Laurie Weisberg—were re-elected. Each received over 9.8 million votes in favor, with no votes cast against, and varying levels of abstain or withheld votes reported.

How many SurgePays (SURG) shares were represented at the 2026 annual meeting?

A total of 17,275,798 voting common shares were represented, either virtually present or voted. This equaled approximately 68.8% of the 25,121,895 outstanding voting shares as of May 5, 2026, the record date for the annual meeting.

Was TAAD, LLP ratified as SurgePays (SURG) auditor for 2026?

Yes. Stockholders ratified TAAD, LLP as SurgePays’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 15,872,799 votes for, 1,389,370 votes against, and 13,629 abstentions recorded in the vote tally.

What securities purchase agreements did SurgePays (SURG) shareholders approve?

Shareholders approved the terms of securities purchase agreements entered into with certain institutional investors in 2025 and 2026. The approval covers the Transactions and issuance of common stock equal to 20% or more of SurgePays’ common stock as part of those deals.

What was the vote result on SurgePays (SURG) 20%+ stock issuance approval?

The proposal to approve the securities purchase agreements and related issuance of common stock equal to 20% or more of outstanding common stock received 10,076,231 votes for, 1,127,018 votes against, and 421,854 abstentions, and it passed by the required majority.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/22/2026 - 05:31 PM EDT

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): June 16, 2026

SURGEPAYS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-40992

98-0550352

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3124 Brother Blvd., Suite 104

Bartlett, TN 38133

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (901) 302-9587

(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:

☐	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
Common Stock		SURG		The Nasdaq Stock Market, LLC

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 16, 2026, SurgePays, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, an aggregate of 17,275,798 shares of voting common stock, or approximately 68.8% of the Company’s 25,121,895 total outstanding voting shares of common stock as of May 5, 2026, the record date for the Annual Meeting (the “Record Date”), were present virtually at or were voted at the Annual Meeting, constituting a quorum. The following proposals were voted on at the Annual Meeting (as described in greater detail in the Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 7, 2026 (the “Proxy Statement”)), with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement, and this Form 8-K should be read in connection with the Proxy Statement.

Proposal 1	For	Against	Abstain/Withheld
Election of Directors
Kevin Brian Cox	10,084,499	0	1,540,604
David N. Keys	9,956,546	0	1,668,557
David May	10,015,873	0	1,609,230
Laurie Weisberg	9,843,283	0	1,781,820

Proposal 2	For	Against	Abstain/Withheld
Ratification of the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.	15,872,799	1,389,370	13,629

Proposal 3		For		Against		Abstain/Withheld
Approval of the terms of securities purchase agreements entered into between the Company and certain institutional investors (the “Investors”) in 2025 and 2026, the transactions contemplated thereby (the “Transactions”), and the issuance of shares of common stock to the Investors in the Transactions equal to 20% or more of the Company’s common stock.		10,076,231		1,127,018		421,854

As a result of the above voting, each of the proposals was approved by the requisite vote of the Company’s stockholders, and the four directors set forth above were reelected to the Company’s Board of Directors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

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

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.

	SURGEPAYS, INC.

Date: June 22, 2026	By:	/s/ Kevin Brian Cox
	Name:	Kevin Brian Cox
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

SurgePays holders approve all 2026 meeting proposals

Rhea-AI Filing Summary