MDB Capital Holdings LLC filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s
telephone number, including area code:
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant is an emerging growth company 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). Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 — Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of MDB Capital Holdings, LLC (the “Company”) was held on December 2, 2025. At the Annual Meeting, the Company’s shareholders:
| ● | Elected seven nominees to serve as directors until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified; and | |
| ● | Ratified the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2025. |
There were outstanding, as of the close of business on October 14, 2025, the record date for the Annual Meeting, 5,168,632 shares of Class A Common Stock of the Company, each entitled to one vote per share, and 5,000,000 shares of Class B Common Stock of the Company, each entitled to five votes per share. There were 30,168,632 votes entitled to vote at the Annual Meeting represented by these shares. There were present at the Annual Meeting, either in person or represented by proxy, 25,614,743 votes, representing 84.90% of the shares entitled to vote at the Annual Meeting.
On each of Proposals 1 and 2, there were there were no broker non-votes.
The final number of votes cast for, against, withheld or abstaining with respect to each Proposal is set forth below.
| Proposal 1 | Shares For | Shares Withheld | ||||||
| Christopher Marlett | 25,541,022 | 73,721 | ||||||
| Anthony DiGiandomenico | 25,537,456 | 77,287 | ||||||
| George Brandon | 25,536,373 | 78,370 | ||||||
| Mo Hayat | 25,536,456 | 78,287 | ||||||
| Susanne Meline | 25,537,445 | 77,298 | ||||||
| Sean Magennis | 25,535,991 | 78,752 | ||||||
| Daniel Torpey | 25,536,205 | 78,538 | ||||||
| Proposal 2 | Shares For | Shares Against | Shares Abstaining | |||||||||
| Ratification of the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2025. | 25,538,321 | 28,500 | 2,922 | |||||||||
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: December 4, 2025 | MDB CAPITAL HOLDINGS, LLC | |
| By | /s/ Jeremy W. James | |
| Jeremy W. James | ||
| Chief Financial Officer | ||