[8-K] Upexi, Inc. Reports Material Event

Rhea-AI Filing Summary

The Form 8-K filed on June 19, 2025 discloses the results of Upexi, Inc.’s (NASDAQ: UPXI) Annual Meeting held June 16, 2025. All five incumbent directors—Allan Marshall, Andrew Norstrud, Gene Salkind, Thomas Williams and Lawrence Dugan—were re-elected with more than 96 % of votes cast in favor (for example, Mr. Norstrud received 1,832,266 FOR versus 22,279 WITHHELD).

Governance actions approved

• Re-domiciling to Delaware: 1,835,223 FOR, 2,150 AGAINST, 17,172 ABSTAIN; 301,423 broker non-votes.
• Stock Option Plan increase: shareholders authorized lifting the plan limit to 10,000,000 shares (1,780,880 FOR, 73,501 AGAINST).
• Say-on-pay (non-binding): 1,784,871 FOR, 69,408 AGAINST.
• Say-on-pay frequency: a triennial (3-year) vote received the strongest support—1,659,927 votes—compared with 191,206 (1-year) and 1,425 (2-year).
• Auditor ratification: GBQ Partners LLC re-appointed with 2,109,084 FOR versus 45,622 AGAINST.

No financial results, acquisitions or other material transactions were reported. The filing mainly confirms broad shareholder support for existing leadership, a corporate move to Delaware—often viewed as governance-friendly—and an expanded equity incentive pool that could produce future dilution. No broker non-votes affected Items 1, 3 or 4; approximately 301 k broker non-votes were recorded on other proposals.

Positive

• Re-domiciling to Delaware approved, aligning corporate governance with widely accepted legal standards.
• All directors re-elected with >96 % support, indicating strong shareholder confidence.
• Auditor GBQ Partners LLC ratified overwhelmingly, implying continuity in financial oversight.

Negative

• Stock Option Plan expanded to 10 million shares, introducing potential dilution of up to ~10 % of outstanding equity.
• Say-on-pay frequency set to 3 years, reducing annual accountability on executive compensation issues.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting items approved; Delaware move positive, option share increase slightly dilutive; overall neutral impact.

Strong shareholder support (≈97 % FOR) for directors and governance proposals signals investor confidence. Re-domiciling to Delaware should streamline legal processes and align Upexi with best-practice corporate law—marginally positive. The 10 M-share option pool expansion, however, increases potential dilution and slightly weakens shareholder value. Selecting a 3-year say-on-pay cycle reduces accountability relative to annual votes but is common among small-caps. Auditor ratification poses no red flags. Net effect: modest governance improvement offset by dilution risk; impact rated neutral.

Securities Analyst

TL;DR: Filing lacks operational data; governance approvals unlikely to move valuation materially—monitor dilution from larger option pool.

No earnings or guidance were provided, so the filing does not change near-term financial forecasts. Delaware re-incorporation may modestly reduce legal costs but is immaterial to cash flow. The expanded option plan adds up to ~10 % of current basic shares outstanding, representing a potential overhang; adjust long-term diluted EPS estimates accordingly. High approval margins indicate limited activist pressure. Overall, I classify the 8-K as not impactful to investment thesis beyond a minor dilution flag.

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, 2025

UPEXI, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-25526		83-3378978
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of principal executive offices)

(701) 353-5425

(Registrant’s telephone number, including area code)

(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 obligations 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))

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

On June 16, 2025, Upexi, Inc. (the “Company”) (NASDAQ: UPXI) held its 2025 Annual Meeting of stockholders. The following matters were considered:

1. Election of Directors

Stockholders elected all of the Company’s nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results were as follows:

			For				Against				Withheld
(1)	Mr. Allan Marshall			1,800,047				-				54,498
(2)	Mr. Andrew Norstrud			1,832,266				-				22,279
(3)	Mr. Gene Salkind			1,817,737				-				36,808
(4)	Mr. Thomas Williams			1,816,800				-				37,745
(5)	Mr. Lawrence Dugan			1,817,625				-				36,920

2. Approve Re-Domiciling of the Company as a Delaware Corporation

Stockholders approved the re-domiciling of the Company as a Delaware Corporation. The voting results were as follows:

For		Against		Abstained/Withheld		Broker Non-Vote
1,835,223		2,150		17,172		301,423

3. Increase in Number of Shares to Stock Option Plan

Stockholders approved an increase in the number of shares to the Company’s Stock Option Plan to 10,000,000 shares. The voting results were as follows:

For		Against		Abstained/Withheld		Broker Non-Vote
1,780,880		73,501		164		301,423

4. Advisory Vote on Executive Compensation

Stockholders approved the advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:

For		Against		Abstained/Withheld		Broker Non-Vote
1,784,871		69,408		266		301,423

5. Advisory Vote on Frequency of Advisory Vote on Executive Compensation

Stockholders approved, on a non-binding, advisory basis, the frequency of 3 years for future advisory votes on the compensation of the Company’s named executive officers. The voting results were as follows:

1 Year		2 Years		3 Years		Abstain
191,206		1,425		1,659,927		1,987

6. Ratify GBQ Partners LLC as Independent Registered Public Accountant

Stockholders approved and ratified the appointment of GBQ Partners LLC to serve as the Company’s independent registered public accounting firm for the fiscal year 2025. The voting results were as follows:

For		Against		Abstained/Withheld		Broker Non-Vote
2,109,084		45,622		1,262		-

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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, thereunto duly authorized.

	UPEXI, INC.
Date: June 19, 2025	By:	/s/ Andrew Norstrud
		Andrew Norstrud
		Chief Financial Officer

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FAQ

What did Upexi (UPXI) shareholders approve regarding re-domiciling?

Investors voted 1,835,223 FOR versus 2,150 AGAINST to move the company’s jurisdiction from Nevada to Delaware.

How many shares are now authorized under Upexi’s Stock Option Plan?

The plan limit increased to 10,000,000 shares after receiving 1,780,880 FOR votes.

Were Upexi’s directors re-elected in 2025?

Yes, all five nominees were re-elected; for example, CEO Allan Marshall received 1,800,047 FOR and only 54,498 WITHHELD.

Which audit firm will serve Upexi in fiscal 2025?

Shareholders ratified GBQ Partners LLC with 2,109,084 FOR and 45,622 AGAINST votes.

How often will UPXI hold future advisory votes on executive pay?

A three-year frequency was favored, receiving 1,659,927 votes compared with 191,206 for annual votes.