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  4. [8-K] UPEXI, INC. Reports Material Event

Upexi (UPXI) investors back full board slate and GBQ Partners

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Upexi, Inc. held its 2026 Annual Meeting of Shareholders on June 15, 2026. Shareholders elected all five director nominees—Allan Marshall, Andrew J. Norstrud, Gene Salkind, Lawrence Dugan, and Thomas Williams—to one-year terms, with support ranging from 90.16% to 92.93% of votes cast. Shareholders also ratified GBQ Partners LLC as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 28,687,393 votes for, 299,821 against, and 226,935 abstentions.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Allan Marshall votes for 8,393,207 votes Director election at 2026 Annual Meeting; 91.78% for
Andrew J. Norstrud votes for 8,498,007 votes Director election at 2026 Annual Meeting; 92.93% for
Lowest director support 90.16% for Lawrence Dugan director election support
Auditor ratification votes for 28,687,393 votes Ratification of GBQ Partners LLC for fiscal year ending June 30, 2026
Auditor ratification votes against 299,821 votes Ratification of GBQ Partners LLC
Auditor ratification abstentions 226,935 votes Ratification of GBQ Partners LLC
Annual Meeting of Shareholders financial
"On June 15, 2026, Upexi, Inc. held its 2026 Annual Meeting of Shareholders"
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.
Election of Directors financial
"Proposal 1 — Election of Directors Stockholders elected all of the Company’s nominees"
independent registered public accounting firm financial
"The shareholders ratified the appointment of GBQ Partners LLC 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.
ratified the appointment financial
"The shareholders ratified the appointment of GBQ Partners LLC as the Company's independent registered public accounting firm"
votes withheld financial
"Votes Withheld ... 751,336 ... 8.22 %"
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Understanding 8-K Material Events →

 

 

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 15, 2026

_______________________________

 

UPEXI, INC.

(Exact name of registrant as specified in its charter)

_______________________________

 

Delaware

 

001-40535

 

83-3378978

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

 

(727) 287-2800

(Registrant's telephone number, including area code)

 

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))

 

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 $0.00001

 

UPXI

 

NASDAQ

 

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 15, 2026, Upexi, Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). The following matters were submitted to a vote of the Company's shareholders at the Annual Meeting, and the voting results were as follows:

 

Proposal 1 — Election of Directors

 

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

 

Nominee

 

Votes For

 

 

% For

 

 

Votes Withheld

 

 

% Withheld

 

Allan Marshall

 

 

8,393,207

 

 

 

91.78%

 

 

751,336

 

 

 

8.22%

Andrew J. Norstrud

 

 

8,498,007

 

 

 

92.93%

 

 

646,536

 

 

 

7.07%

Gene Salkind

 

 

8,264,749

 

 

 

90.38%

 

 

879,794

 

 

 

9.62%

Lawrence Dugan

 

 

8,244,570

 

 

 

90.16%

 

 

899,973

 

 

 

9.84%

Thomas Williams

 

 

8,261,085

 

 

 

90.34%

 

 

883,458

 

 

 

9.66%

 

Each of the foregoing nominees received a plurality of the votes cast and was duly elected as a director of the Company.

 

Proposal 2 — Ratification of Independent Registered Public Accounting Firm

 

The shareholders ratified the appointment of GBQ Partners LLC as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026. The votes cast were as follows:

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

28,687,393

 

 

 

299,821

 

 

 

226,935

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Exhibit Description

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 
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.

 

 

UPEXI, INC.

 

 

 

 

 

Dated: June 16, 2026

 

/s/ Andrew J. Norstrud

 

 

 

Name: Andrew J. Norstrud

 

 

 

Title: Chief Financial Officer

 

 

 
3

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Upexi (UPXI) shareholders decide at the 2026 Annual Meeting?

Shareholders elected all five director nominees to one-year terms and ratified GBQ Partners LLC as independent auditor for the fiscal year ending June 30, 2026, confirming the company’s proposed board and audit arrangements.

Who was elected to Upexi (UPXI)’s board of directors in 2026?

Allan Marshall, Andrew J. Norstrud, Gene Salkind, Lawrence Dugan, and Thomas Williams were elected to the board for one-year terms, each receiving at least 90% of votes cast in favor at the 2026 Annual Meeting.

How strongly did Upexi (UPXI) shareholders support the director nominees?

Support was high, with votes in favor ranging from 90.16% to 92.93% of votes cast for each nominee. The remaining 7.07% to 9.84% of votes were withheld, indicating broad backing for the full slate of directors.

Which audit firm did Upexi (UPXI) shareholders ratify for fiscal 2026?

Shareholders ratified GBQ Partners LLC as Upexi’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 28,687,393 votes for, 299,821 against, and 226,935 abstentions recorded at the meeting.

What percentage of Upexi (UPXI) votes were in favor of Andrew J. Norstrud?

Andrew J. Norstrud received 8,498,007 votes for and 646,536 votes withheld, corresponding to 92.93% support and 7.07% withheld. This was the highest approval percentage among the five director nominees elected.

Filing Exhibits & Attachments

5 documents

Other Documents