Safe Pro Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below under Item 5.07 of this Current Report, Safe Pro Group Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved, among other items, the Safe Pro Group Inc. 2025 Stock Plan (the “2025 Plan”). For more information about the 2025 Plan, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.
The foregoing description of the 2025 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 26, 2025, Safe Pro Group Inc. (the “Company”) held its 2025 Annual Meeting (the “Annual Meeting”). At the Annual Meeting, each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders.
The number of shares of common stock that voted on matters presented at the Annual Meeting was 9,028,609, representing approximately 59% of the 15,172,185 shares outstanding as of April 28. 2025, the record date for the Annual Meeting.
The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2025 (the “Proxy Statement”) and are incorporated herein by reference.
| 1. | Election of Directors Proposal. The vote to elect five Board nominees to the Safe Pro Board, each to serve until the next annual meeting of stockholders of Safe Pro, or until such person’s successor is elected and qualified was as follows: |
| NOMINEE | FOR | WITHHELD | BROKER NON-VOTE | |||
| Daniyel Erdberg | 7,704,147 | 3,005 | 1,321,457 | |||
| Pravin Borkar | 7,704,117 | 3,035 | 1,321,457 | |||
| Arthur Dean | 7,703,672 | 3,480 | 1,321,457 | |||
| John E. Miller | 7,703,669 | 3,483 | 1,321,457 | |||
| Lee Van Arsdale | 7,703,672 | 3,480 | 1,321,457 |
| 2. | Appointment of Independent Registered Public Accounting Firm Proposal. The vote to ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 9,017,962 | 10,448 | 199 |
| 3. | Compensation of Named Executives Proposal. The vote to approve, the Safe Pro Group Inc. 2025 Stock Plan as disclosed in the proxy statement was as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 7,552,008 | 116,742 | 38,402 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 10.1 | Safe Pro Group Inc. 2025 Stock Plan (incorporated by reference to Annex A to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2025) | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| SAFE PRO GROUP INC. | ||
| By: | /s/ Daniyel Erdberg | |
| Name: | Daniyel Erdberg | |
| Title: | Chairman and Chief Executive Officer | |
| Dated: June 27, 2025 | ||
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