Signing Day Sports 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.
On November 17, 2025, at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Signing Day Sports, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved Amendment No. 1 to the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan (the “Amendment”), which amended the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan (as amended, the “Plan”). The approval of the Amendment increased the maximum aggregate number of shares of common stock, par value $0.0001 per share, of the Company (“common stock”), available for the grant of awards under the Plan from 93,750 shares of common stock to 1,000,000 shares of common stock. A description of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission (the “SEC”) on October 8, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated by reference herein.
A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 17, 2025, the Company held the Annual Meeting. As of September 18, 2025, the record date for the Annual Meeting, there were 3,947,781 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 1,431,364 shares, or 36.3%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of the Company’s common stock are entitled to one vote for each share held. The proposals are described in greater detail in the Proxy Statement, the relevant portions of which are incorporated by reference herein. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
(1) A proposal to elect the five (5) nominees named in the Proxy Statement to the Company’s board of directors to hold office until the annual meeting of stockholders to be held in 2026. The proposal was approved as set forth below:
| Nominee | For | Withhold | Broker Non-Votes | |||||||||
| Daniel Nelson | 654,130 | 20,989 | 756,245 | |||||||||
| Jeffry Hecklinski | 654,254 | 20,865 | 756,245 | |||||||||
| Roger Mason Jr. | 654,074 | 21,045 | 756,245 | |||||||||
| Greg Economou | 657,198 | 17,921 | 756,245 | |||||||||
| Peter Borish | 657,212 | 17,907 | 756,245 | |||||||||
(2) A proposal to ratify the appointment of BARTON CPA PLLC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,252,544 | 99,932 | 78,888 | 0 | |||||||||||
(3) A proposal to approve Amendment No. 1 to the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan to increase the share reserve under the Plan to 1,000,000 shares of common stock. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 566,147 | 107,898 | 1,073 | 756,245 | |||||||||||
(4) A proposal to approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of July 21, 2025 pursuant to the Purchase Agreement, dated as of July 21, 2025, between the Company and Helena Global Investment Opportunities 1 Ltd. to comply with Section 713 of the NYSE American LLC Company Guide. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 562,087 | 112,063 | 969 | 756,245 | |||||||||||
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(5) A proposal to approve the adjournment of the Annual Meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes to establish a quorum or to approve Proposal No. 3 or Proposal No. 4 at the time of the Annual Meeting, or any adjournment or postponement thereof. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 565,737 | 99,923 | 9,459 | 756,245 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 1 to the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 18, 2025 | Signing Day Sports, Inc. | |
| /s/ Daniel Nelson | ||
| Name: | Daniel Nelson | |
| Title: | Chief Executive Officer | |
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