Tucows (NASDAQ: TCX) investors reelect board and ratify Deloitte

Rhea-AI Filing Summary

Tucows Inc. reported the results of its Annual Meeting of Shareholders held on June 2, 2026. Shareholders elected eight directors to one-year terms ending at the 2027 Annual Meeting, with individual support ranging from about 6.2 million to 7.4 million votes in favor.

They also approved, on a non-binding basis, the compensation of the company’s named executive officers, with 6,778,876 votes for, 624,527 against and 2,320 abstentions, alongside 668,178 broker non-votes. In addition, shareholders ratified the appointment of Deloitte LLP as independent auditors for the fiscal year ending December 31, 2026, by 8,046,168 votes for, 2,080 against and 25,653 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Executive pay advisory vote - For: 6,778,876 votes Executive pay advisory vote - Against: 624,527 votes Executive pay advisory vote - Abstain: 2,320 votes +5 more

8 metrics

Executive pay advisory vote - For 6,778,876 votes Non-binding vote on named executive officer compensation

Executive pay advisory vote - Against 624,527 votes Non-binding vote on named executive officer compensation

Executive pay advisory vote - Abstain 2,320 votes Non-binding vote on named executive officer compensation

Broker non-votes on governance items 668,178 shares Director elections and say-on-pay proposals

Auditor ratification - For 8,046,168 votes Ratification of Deloitte LLP for FY ending Dec 31, 2026

Auditor ratification - Against 2,080 votes Ratification of Deloitte LLP for FY ending Dec 31, 2026

Auditor ratification - Abstain 25,653 votes Ratification of Deloitte LLP for FY ending Dec 31, 2026

Highest director vote For 7,369,190 votes Election of director Jeffrey Tory

Key Terms

Annual Meeting of Shareholders, Non-binding Advisory vote, broker non-votes, independent auditors, +1 more

5 terms

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 2, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Non-binding Advisory vote financial

"Non-binding Advisory vote on the Compensation of Named Executive Officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"There were 668,178 broker non-votes with respect to the election of directors"

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 auditors financial

"ratified the appointment of Deloitte LLP as the independent auditors of the Company"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

definitive proxy statement regulatory

"set forth in the Company’s definitive proxy statement on Schedule 14A"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

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Understanding 8-K Material Events →

false 0000909494 0000909494 2026-06-02 2026-06-02

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 2, 2026

TUCOWS INC

(Exact Name of Registrant Specified in Charter)

Pennsylvania	0-28284	23-2707366
(State or Other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)

96 Mowat Avenue, Toronto, Ontario, Canada		M6K 3M1
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (416) 535-0123

Not Applicable

(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))

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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		TCX		NASDAQ

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

Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 2, 2026. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 23, 2026, were voted on at the Annual Meeting. The results of such voting are as indicated below.

Proposal 1. Election of Directors

The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2027 Annual Meeting of Shareholders.

Nominee for Director		Votes For		Authority Withheld
Marlene Carl		6,777,982		627,741
Lee Matheson		6,705,717		700,006
Sandra Matz		7,331,744		73,979
Laurenz Malte Nienaber		6,243,490		1,162,233
Allen Taylor		6,830,376		575,347
Jeffrey Tory		7,369,190		36,533
Stephen Uhrenbacher		6,764,168		641,555
David Woroch		6,831,227		574,496

There were 668,178 broker non-votes with respect to the election of directors.

Proposal 2. Non-binding Advisory vote on the Compensation of Named Executive Officers

The Company’s shareholders voted upon and approved, on a non-binding basis, the compensation of the Company’s named Executive Officers as disclosed in the Proxy Statement.

For		Against		Abstain
6,778,876		624,527		2,320

There were 668,178 broker non-votes with respect to the Non-binding advisory vote on Named Executive Officer Compensation

Proposal 3. Ratification of Appointment of Independent Auditors

The Company’s shareholders voted upon and ratified the appointment of Deloitte LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2026.

For		Against		Abstain
8,046,168		2,080		25,653

SIGNATURE

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.

	TUCOWS INC.
	By:	/s/ Ivan Ivanov
		Ivan Ivanov Chief Financial Officer

Dated: June 4, 2026

FAQ

What did Tucows (TCX) shareholders decide at the 2026 Annual Meeting?

Tucows shareholders elected eight directors to one-year terms, approved executive compensation on a non-binding basis, and ratified Deloitte LLP as independent auditors for the fiscal year ending December 31, 2026. The meeting covered routine corporate governance and advisory matters without new strategic or financial disclosures.

How did Tucows (TCX) shareholders vote on executive compensation in 2026?

Shareholders approved Tucows’ named executive officer compensation on a non-binding basis, with 6,778,876 votes for, 624,527 against, and 2,320 abstentions. There were also 668,178 broker non-votes. This advisory vote expresses shareholder views on pay practices but does not directly change compensation arrangements.

Which directors were elected to the Tucows (TCX) board in 2026?

Shareholders elected Marlene Carl, Lee Matheson, Sandra Matz, Laurenz Malte Nienaber, Allen Taylor, Jeffrey Tory, Stephen Uhrenbacher and David Woroch to the Tucows board. Each will serve a one-year term, expiring at the 2027 Annual Meeting of Shareholders, based on the reported vote results.

Who are Tucows’ independent auditors for the 2026 fiscal year?

Tucows shareholders ratified Deloitte LLP as independent auditors for the fiscal year ending December 31, 2026, with 8,046,168 votes for, 2,080 against, and 25,653 abstentions. Ratification confirms shareholder support for Deloitte’s continued role reviewing the company’s financial statements and related controls.

What were the broker non-votes at the Tucows (TCX) 2026 meeting?

For both the director elections and the advisory vote on executive compensation, there were 668,178 broker non-votes. Broker non-votes arise when intermediaries hold shares but do not have instructions to vote on particular proposals, so those shares are not counted as for or against.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB