INNOVATE Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VATE
Metal Fabrications
Industrials
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
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 12, 2025. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
| Proposal 1: | Election of Directors | ||||
The stockholders voted to elect the following four nominees as members of the Board of Directors of the Company, each to hold office until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The results of the vote were as follows:
| Director Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Avram A. Glazer | 8,857,180 | 98,198 | 6,567 | — | ||||||||||||||||||||||
| Warren H. Gfeller | 8,803,101 | 153,637 | 5,207 | — | ||||||||||||||||||||||
| Brian S. Goldstein | 8,876,050 | 75,392 | 10,503 | — | ||||||||||||||||||||||
| Amy M. Wilkinson | 8,879,076 | 72,096 | 10,773 | — | ||||||||||||||||||||||
| Proposal 2: | Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers (“Say on Pay Vote”) | ||||
The stockholders voted to approve the non-binding, advisory proposal on the compensation of the Company’s named executive officers. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,651,492 | 113,777 | 196,676 | — | |||||||||||||||||
| Proposal 3: | Approval, on a non-binding, advisory basis, whether the Say on Pay Vote should be held every one, two or three years (the “Say on Frequency Vote”) | ||||
The stockholders voted on a non-binding, advisory basis to have the Company hold Say on Pay Votes every ONE YEAR. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,784,603 | 13,150 | 153,787 | 10,405 | |||||||||||||||||
| Proposal 4: | Ratification of the appointment of BDO USA, P.C., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. | ||||
The stockholders voted to ratify the appointment of BDO USA, P.C., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 10,704,242 | 56,756 | 910 | 0 | |||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
Date: June 12, 2025
INNOVATE Corp. (Registrant) | |||||||||||||||||
| By: | /s/ Michael J. Sena | ||||||||||||||||
| Name: Michael J. Sena | |||||||||||||||||
| Title: Chief Financial Officer | |||||||||||||||||