Focus Universal Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 20, 2025, Focus Universal Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). The Company engaged Broadridge Financial Services, Inc. to tabulate the proxies and, the Company’s CFO, Irving Kau, was duly appointed as the Inspector of Election and tabulated the votes cast at the Annual Meeting. Of the 7,124,013 shares of the Company’s common stock outstanding as of April 21, 2025, the record date for the Annual Meeting, 5,555,398 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy, representing a quorum. The following matters were voted upon at the Annual Meeting and the vote with respect to each such matter are set forth below:
1. Proposal One – Election of Directors. The election of the following named persons to serve as members of the Board of Directors of the Company until the annual meeting of shareholders to be held in 2026 (or action by written consent of shareholders in lieu thereof), or until their successors have been duly elected and qualified. The votes cast were as follows:
| Nominee | Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
| Dr. Desheng Wang | 4,691,447 | 3,912 | 600 | 859,439 |
| Dr. Edward Lee | 4,685,036 | 10,324 | 599 | 859,439 |
| Michael Pope | 4,558,102 | 137,257 | 600 | 859,439 |
| Carine Clark | 4,561,996 | 133,364 | 599 | 859,439 |
| Sean Warren | 4,561,750 | 133,607 | 602 | 859,439 |
2. Proposal Two – Ratification of Selection of Independent Registered Public Accounting Firm. The ratification of the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes cast were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 5,507,398 | 47,767 | 233 | 0 |
3. Proposal Three – Approve to Increase the Number of Authorized Shares of Common Stock. To approve, subject to the Board of Directors’ discretion to adopt, an amendment and restatement to our Articles of Incorporation to increase the number of authorized shares of our common stock, $0.001 par value per share (“Common Stock”), from 15,000,000 shares to a total of 25,000,000 shares. The votes cast were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 5,438,642 | 110,520 | 6,236 | 0 |
4. Proposal Four – Approve to Authorize Shares of Preferred Stock. To approve, subject to the Board of Directors’ discretion to adopt, an amendment and restatement to our Articles of Incorporation to authorize 5,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). The votes cast were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 4,566,358 | 129,210 | 391 | 859,439 |
5. Proposal Five – Say on Pay. To approve, on a non-binding advisory basis, the compensation of our named executives. The votes cast were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 4,688,113 | 7,062 | 784 | 859,439 |
6. Proposal Six – Say on Frequency. To approve, on a non-binding advisory basis, the frequency of the shareholder advisory vote on the compensation of our named executives. The votes cast were as follows:
| Votes For 1 Year | Votes for 2 Years | Votes for 3 Years | Abstentions |
| 4,130,023 | 1,562 | 561,242 | 3,132 |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 26, 2025 |
| FOCUS UNIVERSAL, INC. | ||
| By: | /s/ Desheng Wang | |
| Name: | Desheng Wang | |
| Title: | Chief Executive Officer | |
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