Kaival Brands Innovations Group 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 October 31, 2025, Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), held its virtual 2025 Annual Stockholders Meeting (the “Meeting”).
As of the close of business on October 3, 2025, the record date for the determination of stockholders entitled to vote at the Meeting, there were 11,593,402 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At the Meeting, the combined holders of 7,576,844 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 65.35% of the outstanding voting shares, and thereby a quorum pursuant to the Delaware General Corporation Law and the bylaws of the Company was present for the transaction of business at the Meeting.
The final results for each of the matters considered at the Meeting were as follows:
| 1. | Election of the five nominees to the Board of Directors of the Company: |
| Name | Votes
For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
| David Worner | 5,515,833 | 27,927 | 50,500 | 1,982,584 |
| Mark Thoenes | 5,566,366 | 27,857 | 37 | 1,982,584 |
| Ashesh Modi | 5,538,862 | 54,784 | 614 | 1,982,584 |
| Ketankumar Patel | 5,535,589 | 57,913 | 758 | 1,982,584 |
Each director nominee was elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
| 2. | Ratification of the selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2025: |
| Votes For | Votes Against | Abstentions | ||
| 7,554,497 | 22,094 | 253 |
The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.
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: November 5, 2025 | KAIVAL BRANDS INNOVATIONS GROUP, INC. | |
| By: | /s/ Mark Thoenes | |
| Name: | Mark Thoenes | |
| Title: | Interim Chief Executive Officer | |