Streamex Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As reported below under Item 5.07 of this Current Report on Form 8-K, Streamex Corp. (the “Company”), held its 2025 annual meeting of stockholders on December 30, 2025 (the “Annual Meeting”), at which the Company’s stockholders approved the Fourth Amendment (the “Incentive Plan Amendment”) to the Company’s 2023 Long-Term Incentive Plan, as amended (the “Incentive Plan”), to increase the total number of shares of common stock, par value $0.001 per share (“Common Stock”), authorized for issuance under the Incentive Plan by 22,494,324 shares, to a total of 37,230,130 shares.
The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting at which a quorum was present, the Company held its Annual Meeting to consider and vote on the six proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on November 20, 2025 (“Proxy Statement”). According to the certified tabulation of votes provided by Broadridge Financial Solutions, Inc., a total of 120,737,340 shares of the Company’s capital stock entitled to vote, in the aggregate (Common Stock, Exchangeable Shares (as defined in the Proxy Statement) and Series C Preferred Stock), was represented in person or by proxy at the Annual Meeting. This represented 81.21% of the 148,654,805 total outstanding shares of the Company entitled to vote. A quorum was therefore present.
The matters voted upon at the Annual Meeting and the final voting results, as certified by Broadridge, were as follows:
| (1) | The Company’s stockholders elected Morgan Lekstrom and Karl Henry McPhie to serve as Class I members of the Board of Directors of the Company (the “Board”) until the Company’s 2028 annual meeting of stockholders or upon such director’s earlier death, resignation, or removal from the Board, with the votes cast as follows: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Morgan Lekstrom | 113,487,332 | 485,275 | N/A | |||
| Karl Henry McPhie | 113,909,497 | 63,110 | N/A |
The votes cast in favor of Morgan Lekstrom represented 99.57% of the votes cast.
The votes cast in favor of Karl Henry McPhie represented 99.94% of the votes cast.
| (2) | The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 113,739,731 | 168,342 | 64,534 | N/A |
The votes cast in favor of this proposal represented 99.85% of the votes cast.
| (3) | The Company’s stockholders approved, on a non-binding advisory basis, three years as the frequency of advisory votes on the compensation of the Company’s named executive officers, with the votes cast as follows: |
| For Three Years | For One Year or For Two Years | Abstain | Broker Non-Votes | |||
| 112,425,020 | 1,527,641 | 19,946 | N/A |
The votes cast in favor of three years as the frequency of advisory votes on the compensation of the Company’s named executive officers represented 99.65% of the votes cast.
Following the Annual Meeting and after due consideration of the stockholders’ vote for three years as the frequency of advisory votes on the compensation of the Company’s named executive officers, the Board determined that future advisory votes on the compensation of the Company’s named executive officers will be conducted every three years until the next advisory vote regarding the frequency of advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
| (4) | The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 120,701,989 | 26,929 | 8,422 | 0 |
The votes cast in favor of this proposal represented 99.97% of the votes cast.
| 5) | The Company’s stockholders approved the Incentive Plan Amendment, with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 113,116,130 | 798,620 | 57,857 | N/A |
The votes cast in favor of this proposal represented 99.29% of the votes cast.
| 6) | The proposal to approve the adjournment of the Annual Meeting, to a later date or dates as determined by the Board in its discretion, to solicit additional proxies if necessary due to insufficient votes or lack of quorum, was ultimately not required because a quorum was present. The proposal was nevertheless approved, with votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 119,661,751 | 1,054,665 | 20,924 | 0 |
The votes cast in favor of this proposal represented 99.12% of the votes cast.
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Incentive Plan Amendment | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STREAMEX CORP. | ||
| Date: December 31, 2025 | By: | /s/ Karl Henry McPhie |
| Name: | Karl Henry McPhie | |
| Title: | Chief Executive Officer | |