Kartoon Studios holders approve 4M more award shares

The annual meeting also ratified the auditor, approved named executive officer compensation on an advisory basis, and elected six directors.

Rhea-AI Filing Summary

Kartoon Studios, Inc. stockholders approved an amendment increasing by 4,000,000 shares the common stock available for awards under the 2020 Incentive Plan; the amendment was effective October 21, 2026. Stockholders also elected Joseph “Gray” Davis, David Neumann, and Dr. Cynthia Turner-Graham as Class I directors to serve until the 2027 annual meeting, and Andy Heyward, Anthony Thomopoulos, and Jeffrey Schlesinger as Class II directors to serve until the 2028 annual meeting.

Stockholders ratified WithumSmith+Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved named executive officer compensation on an advisory basis. They also approved an adjournment to solicit additional proxies for the plan amendment if necessary; because the amendment passed, no adjournment was necessary.

Filing Explained

Stockholders approved adding 4,000,000 shares to the 2020 Plan’s award pool; this increases shares available for awards, not shares reported issued here. If additional shares are issued, existing holders’ percentage ownership falls absent offsetting changes.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Increase in shares available for 2020 Plan awards: 4,000,000 shares Common stock outstanding and entitled to vote: 62,204,105 shares Votes for 2020 Plan amendment: 19,411,145 votes +3 more

6 metrics

Increase in shares available for 2020 Plan awards 4,000,000 shares Approved October 21, 2026

Common stock outstanding and entitled to vote 62,204,105 shares As of August 31, 2026, the record date

Votes for 2020 Plan amendment 19,411,145 votes Annual meeting vote

Votes against 2020 Plan amendment 3,040,365 votes Annual meeting vote

Abstentions on 2020 Plan amendment 55,722 votes Annual meeting vote

Broker non-votes on 2020 Plan amendment 17,093,710 votes Annual meeting vote

Key Terms

broker non-votes, record date, advisory basis

3 terms

broker non-votes technical

"17,093,710 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.

record date regulatory

"August 31, 2026, the record date"

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.

advisory basis regulatory

"approved, on an advisory basis, the compensation"

FAQ

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

How did TOON shareholders vote on the 2020 Incentive Plan increase?

Stockholders approved the plan increase, with 19,411,145 votes for, 3,040,365 against, 55,722 abstentions, and 17,093,710 broker non-votes.

Which directors did TOON shareholders elect at the 2026 annual meeting?

Stockholders elected Joseph “Gray” Davis, David Neumann, and Dr. Cynthia Turner-Graham as Class I directors to serve until the 2027 annual meeting. They elected Andy Heyward, Anthony Thomopoulos, and Jeffrey Schlesinger as Class II directors to serve until the 2028 annual meeting.

Was TOON's annual meeting adjourned to seek more votes for the plan increase?

No. Although stockholders approved an adjournment proposal for that purpose if necessary, the 2020 Incentive Plan amendment passed, so no adjournment was necessary.

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

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Available on EDGAR 10/27/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:30 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 21, 2026

KARTOON STUDIOS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction
of incorporation or organization) 001-37950 (Commission
File Number) 20-4118216 (I.R.S. Employer
Identification No.)

190 N. Canon Drive, 4th Fl., Beverly Hills, CA 90210

(Address of principal executive offices) (Zip Code)

(310) 273-4222

Registrant’s telephone number, including area code

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):

☐ 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, par value $0.001 per share	TOON	NYSE American LLC
Preferred Stock Purchase Rights	N/A	NYSE American 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 21, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Kartoon Studios, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated 2020 Incentive Plan, as amended (the “2020 Plan”), increasing the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), available for awards under the 2020 Plan by 4,000,000 shares. A summary of the 2020 Plan is included in the Company’s definitive proxy statement for the Annual Meeting, filed with the SEC on September 4, 2026 (the “Proxy Statement”), and is incorporated herein by reference. The Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

At the Annual Meeting, the Company’s stockholders approved the following proposals, each described in more detail in the Proxy Statement:

	1.	Election of Joseph “Gray” Davis, David Neumann, and Dr. Cynthia Turner-Graham as Class I directors to serve until the 2027 annual meeting of stockholders, and Andy Heyward, Anthony Thomopoulos, and Jeffrey Schlesinger as Class II directors to serve until the 2028 annual meeting of stockholders, in each case until their respective successors are elected and qualified or until their earlier resignation or removal;
	2.	Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
	3.	Approval of the Amendment to the 2020 Plan to increase the aggregate number of shares of Common Stock available for awards under the 2020 Plan by 4,000,000 shares;
	4.	Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement; and
	5.	Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of Proposal 3.

The complete voting results with respect to these proposals are filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 4 to the Kartoon Studios, Inc. 2020 Incentive Plan, effective October 21, 2026
99.1		Voting Results for the Annual Meeting of Stockholders of Kartoon Studios, Inc. Held on October 21, 2026
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

2

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.

	KARTOON STUDIOS, INC.
Date: October 27, 2026	By:	/s/ Andy Heyward
	Name:	Andy Heyward
	Title:	Chief Executive Officer

3

Exhibit 99.1

KARTOON STUDIOS, INC.
Annual Meeting Results

On October 21, 2026, Kartoon Studios, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on five proposals, each described in more detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the SEC on September 4, 2026 (the “Proxy Statement”). As of August 31, 2026, the record date, there were 62,204,105 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) outstanding and entitled to vote at the Annual Meeting.

The following are the final results of voting on each of the proposals presented at the Annual Meeting:

Proposal No. 1: Election of Directors

The stockholders elected Joseph “Gray” Davis, David Neumann, and Dr. Cynthia Turner-Graham as Class I directors to serve until the 2027 annual meeting of stockholders, and Andy Heyward, Anthony Thomopoulos, and Jeffrey Schlesinger as Class II directors to serve until the 2028 annual meeting of stockholders, in each case until their respective successors are elected and qualified or until their earlier resignation or removal.

Nominee		Class		Votes For		Votes Withheld		Broker Non-Votes
Joseph “Gray” Davis		I		17,632,435		4,874,797		17,093,710
David Neuman		I		21,207,478		1,299,754		17,093,710
Dr. Cynthia Turner-Graham		I		20,783,399		1,723,833		17,093,710
Andy Heyward		II		20,011,721		2,495,511		17,093,710
Anthony Thomopoulos		II		16,961,701		5,545,531		17,093,710
Jeffrey Schlesinger		II		18,204,415		4,302,817		17,093,710

Proposal No. 2: The Auditor Ratification Proposal

The stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,890,665		1,398,163		1,312,114		–

Proposal No. 3: The Incentive Plan Increase Proposal

The stockholders approved an amendment to the Company’s Amended and Restated 2020 Incentive Plan, as amended (the “2020 Plan”), increasing the number of shares of Common Stock available for awards under the 2020 Plan by 4,000,000 shares.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,411,145		3,040,365		55,722		17,093,710

1

Proposal No. 4: The Say-on-Pay Proposal

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,739,784		2,666,708		100,740		17,093,710

Proposal No. 5: The Adjournment Proposal

The stockholders approved the adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of Proposal 3. Because Proposal 3 was approved, no adjournment was necessary.

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,524,687		2,903,627		78,918		17,093,710

2

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 VOTING RESULTS FOR THE ANNUAL MEETING OF STOCKHOLDERS 21.3 KB

Agreements & Contracts

• EX-10.1 AMENDMENT NO. 4 TO THE KARTOON STUDIOS, INC. 2020 INCENTIVE PLAN 11.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.5 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.7 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB