Sadot Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
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CURRENT REPORT
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| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The |
Item 5.07 Submission of Matters to a Vote of Security Holders
Sadot Group Inc. (the “Company”) held its Annual Meeting on April 13, 2026. Of the 1,994,324 shares of Common Stock outstanding on February 17, 2026, the record date, 1,398,677 shares of common stock and 10,000 Series A Preferred Stock were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:
(1) Election of Directors. The following nominees for election as Director received the number of votes set opposite their respective names:
| Nominee | For | Withheld | Non-Votes | |||||||||
| Chagay Ravid | 1,066,671 | 93,525 | 238,481 | |||||||||
| Sean Schnapp | 1,101,434 | 58,762 | 238,481 | |||||||||
| Alexander David | 1,101,272 | 58,924 | 238,481 | |||||||||
| Liat Franco | 1,099,998 | 60,198 | 238,481 | |||||||||
| Yuriy Shirinyan | 1,101,122 | 59,074 | 238,481 | |||||||||
The aforesaid nominees have been elected as Directors.
(2) Ratification of Appointment of Independent Registered Public Accounting Firm received the following votes:
| Votes | Amount | ||||
| For | 1,312,478 | ||||
| Against | 81,083 | ||||
| Abstain | 5,116 | ||||
| Non-Votes | 0 | ||||
The proposal was approved and accordingly ratified.
(3) Amendment of the Company’s Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock received the following votes:
| Votes | Amount | ||||
| For | 1,264,768 | ||||
| Against | 130,776 | ||||
| Abstain | 3,133 | ||||
| Non-Votes | 0 | ||||
The proposal was approved.
(4) Approval of the 2025 Equity Incentive Plan received the following votes:
| Votes | Amount | ||||
| For | 1,091,153 | ||||
| Against | 66,217 | ||||
| Abstain | 2,826 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
(5) To Approve the Issuance of Shares of Common Stock to Helena Pursuant to the Terms of a Purchase Agreement Included as Appendix C to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the Purchase Agreement, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:
| Votes | Amount | ||||
| For | 1,078,153 | ||||
| Against | 76,454 | ||||
| Abstain | 5,589 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
(6) To Approve the Issuance of Shares of Common Stock to the December 2024 Purchasers Pursuant to the Terms of the December 2024 Notes Included as Appendix D to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the December 2024 Notes, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:
| Votes | Amount | ||||
| For | 1,078,140 | ||||
| Against | 76,367 | ||||
| Abstain | 5,689 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
(7) To Approve the Issuance of Shares of Common Stock to the October 2024 Purchaser Pursuant to the Terms of the October 2024 Note Included as Appendix E to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the October 2024 Note, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:
| Votes | Amount | ||||
| For | 1,078,121 | ||||
| Against | 76,386 | ||||
| Abstain | 5,689 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
(8) To Approve the Issuance of 793,000 Shares of Common Stock to Aggia Pursuant to the Terms of the Aggia Agreement Included as Appendix F to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the Aggia Agreement, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:
| Votes | Amount | ||||
| For | 1,078,864 | ||||
| Against | 78,057 | ||||
| Abstain | 3,275 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SADOT GROUP INC. | ||
| By: | /s/ Chagay Ravid | |
| Name: | Chagay Ravid | |
| Title: | Chief Executive Officer | |
| Date: | April 15, 2026 |