FG Nexus Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 17, 2025, FG Nexus Inc. (the “Company”) attempted to hold the annual meeting of its stockholders (the “Annual Meeting”) pursuant to the proxy statement, dated October 31, 2025 (the “Proxy Statement”). The Annual Meeting was not called to order due to the failure of a quorum of stockholders to be present at the Annual Meeting. The Chairman of the Annual Meeting adjourned the Annual Meeting to 10:00 a.m. Eastern Time on Monday, December 19, 2025 (the “Adjourned Meeting”). On December 19, 2025, the Company attempted to hold the Adjourned Meeting pursuant to the Proxy Statement, however the Adjourned Meeting was not called to order due to the failure of a quorum of stockholders to be present at the Adjourned Meeting. The Chairman of the Adjourned Meeting adjourned the Annual Meeting to 11:00 a.m. Eastern Time on Tuesday, December 30, 2025 (the “2nd Adjourned Meeting”).
On December 30, 2025, the Company held the 2nd Adjourned Meeting. On October 22, 2025, the record date for the Annual Meeting, there were 42,215,225 shares of common stock of the Company entitled to be voted at the Annual Meeting, among which 21,670,231 shares of common stock of the Company or 51.33% were represented in person or by proxy at the Annual Meeting. Accordingly, a quorum was present and the Annual Meeting was called to order. Below are the results of the Annual Meeting.
| 1. | Election of Directors |
To elect to the Board of Directors the nine director nominees identified in the accompanying Proxy Statement, each to serve for a term as described in the Proxy Statement.
Approval of the Election of Directors required the affirmative vote of at least a plurality of the Company’s outstanding common shares. The director nominees received the following votes:
D. Kyle Cerminara
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,531,512 | 127,219 | 3,011,500 |
Richard E. Govignon, Jr.
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,057,965 | 600,766 | 3,011,500 |
Rita Hayes
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,055,929 | 602,802 | 3,011,500 |
| 2 |
Michael C. Mitchell
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,068,165 | 590,566 | 3,011,500 |
Robert J. Roschman
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,066,165 | 592,566 | 3,011,500 |
Ndamukong Suh
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,521,481 | 137,250 | 3,011,500 |
Jose Vargas
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,527,973 | 130,758 | 3,011,500 |
Maja Vujinovic
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,527,493 | 131,238 | 3,011,500 |
Scott D. Wollney
| FOR | WITHHELD | Broker Non-Votes | ||
| 18,522,254 | 136,477 | 3,011,500 |
Each of the nominated directors was elected.
| 2. | Auditor Proposal |
For Proposal two — regarding the ratification of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm — as a result of the shift to the Company’s go-forward digital asset strategy, on December 10, 2025 the Company engaged BPM LLP as its independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2025. As a result, Proposal two was not presented or voted on at the Annual Meeting, and any votes cast on Proposal two were disregarded.
| 3. | Executive Compensation |
Stockholders approved a non-binding advisory resolution to approve the compensation of our named executive officers proposal (the “Executive Compensation Proposal”). Approval of the Executive Compensation Proposal required approval by the affirmative votes of a majority of the votes present at the Annual Meeting. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | |||
| 17,594,033 | 193,773 | 870,925 | 3,011,500 |
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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 hereunto duly authorized.
| FG NEXUS INC | ||
| Date: December 31, 2025 | By: | /s/ Mark D. Roberson |
| Name: | Mark D. Roberson | |
| Title: | Chief Financial Officer | |
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