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2026-09-23
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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): September 23, 2026
VENU
HOLDING CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
| Colorado |
|
001-42422 |
|
82-0890721 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1755
Telstar Drive, Suite 501
Colorado
Springs, Colorado |
|
80920 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (719) 895-5483
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 |
|
Name
of Each Exchange on Which Registered |
| Common
Stock, par value $.001 per share |
|
VENU |
|
NYSE
AMERICAN |
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(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
September 23, 2026, Venu Holding Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual
Meeting”). As discussed in Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), the Company’s
shareholders voted at the Annual Meeting to approve an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive
Compensation Plan (the “Incentive Plan”) to increase the number of shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), reserved for issuance with respect to awards granted under the Incentive
Plan from 7,500,000 shares of Common Stock to 10,000,000 shares of Common Stock.
The
Company’s board of directors (the “Board”) voted to approve the amendment to the Incentive Plan on July 13,
2026. Having obtained the requisite shareholder approval for the Incentive Plan amendment at the Annual Meeting, the Venu Holding Corporation
Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “Amended and Restated Incentive Plan”) became effective
on September 23, 2026. For a summary of the material terms of the Incentive Plan and the purpose and effect of the Incentive Plan amendment,
see “Proposal No. 3” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission
(the “SEC”) on August 21, 2026 (the “Proxy Statement”).
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated
Incentive Plan, as amended, a copy of which 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.
The
Company held its 2026 Annual Meeting of Shareholders virtually via a live video webcast on September 23, 2026.
The
Company’s shareholders voted on four proposals at the Annual Meeting, each of which is listed below and described in more detail
in the Proxy Statement. With respect to each proposal, holders of the Company’s Common Stock were entitled to cast one vote per
share of Common Stock held as of the close of business on the record date of July 27, 2026. Holders of Common Stock representing 37,237,129
votes were represented in person or by proxy at the Annual Meeting, which represented 63.25% of the voting power of the 58,869,339 shares
of Common Stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business.
At
the Annual Meeting, the Company’s shareholders voted on the following proposals:
| |
1. |
To
elect seven directors to serve on the Board until the next Annual Meeting of Shareholders and until their successors are duly elected
and qualified; |
| |
|
|
| |
2. |
To
consider and approve, in accordance with NYSE American Company Guide Section 713, the issuance of 20% or more of the Company’s
outstanding Common Stock as of July 31, 2026, in connection with the Company’s debt-financing transaction (the “July
2026 Debt Financing”) with YA II PN, Ltd. (the “Purchaser”) pursuant to the Securities Purchase Agreement
entered into with the Purchaser on such date (the “Securities Purchase Agreement”), which could become issuable
if the Company defaults under the Securities Purchase Agreement or the Senior Secured Convertible Debentures and warrants sold and
issued pursuant thereto or in connection therewith; |
| |
|
|
| |
3. |
To
consider and approve an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan to
increase the number of shares of Common Stock reserved for issuance with respect to awards granted under the Incentive Plan from
7,500,000 shares to 10,000,000 shares; and |
| |
|
|
| |
4. |
To
ratify the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2026. |
The
final results of voting on each of the proposals presented at the Annual Meeting, as certified by the Company’s independent inspector
of election, are set forth below.
Proposal
No. 1: Election of Directors.
The
shareholders elected each of the seven director nominees to serve on the Board until the 2027 Annual Meeting of Shareholders and until
such director’s successor has been duly elected and qualified. The results of the vote taken were as follows:
| Nominee | |
Votes For | |
Votes Withheld | |
Broker Non-Votes |
| JW Roth | |
35,813,943 | |
1,373,600 | |
49,586 |
| Steve Cominsky | |
33,149,848 | |
4,037,695 | |
49,586 |
| David Lavigne | |
35,804,960 | |
1,382,583 | |
49,586 |
| Mitchell Roth | |
34,928,518 | |
2,259,025 | |
49,586 |
| Thomas Finke | |
35,793,122 | |
1,394,421 | |
49,586 |
| Ronald Bension | |
35,921,263 | |
1,266,280 | |
49,586 |
| Jamie Gronowski | |
36,113,552 | |
1,073,991 | |
49,586 |
Proposal
No. 2: Approval of Potential Issuance of 20% or More of Outstanding Common Stock as of July 31, 2026, in Connection with the July 2026
Debt Financing and the Securities Purchase Agreement
The
shareholders approved, in accordance with NYSE American Company Guide Section 713, and in connection with the Company’s July 2026
Debt Financing with the Purchaser, the potential issuance of 20% or more of the Company’s outstanding Common Stock as of July 31,
2026, which could become issuable if the Company defaults under the Securities Purchase Agreement entered into with the Purchaser or
the Senior Secured Convertible Debentures and warrants sold and issued pursuant thereto or in connection therewith. The results of the
vote taken were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 33,437,767 |
|
3,328,656 |
|
421,116 |
|
49,590 |
Proposal
No. 3: Amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan
The
shareholders approved the amendment to the Company’s Incentive Plan, which became effective on September 23, 2026, as discussed
in Item 5.02(e) of this Form 8-K. The results of the vote taken were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 31,340,740 | |
5,510,314 | |
336,488 | |
49,587 |
Proposal
No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm
The
shareholders ratified the appointment by the Board’s Audit Committee of Grassi & Co., CPAs, P.C. as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote taken were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 36,434,603 | |
492,142 | |
310,384 | |
0 |
Item
7.01 Regulation FD Disclosure
The
Company posted a replay of the video webcast of the Annual Meeting on the Investor Relations section of its website at https://investors.venu.live.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan, as amended |
| 104 |
|
Cover
page Interactive Data File (embedded within the 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.
| |
VENU
HOLDING CORPORATION |
| |
(Registrant) |
| |
|
|
| Dated:
September 24, 2026 |
By: |
/s/
J.W. Roth |
| |
|
J.W.
Roth |
| |
|
Chief
Executive Officer and Chairman |
