Vaso Corporation

12/19/2025 | Press release | Distributed by Public on 12/19/2025 09:55

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

Vaso Corporation (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") on December 17, 2025. At the Annual Meeting, the Company's shareholders were asked to vote on the following three matters: (1) Election of three Class II directors, to serve for a three-year term and until their successors are elected and qualify; (2) approval of a non-binding "Say on Pay" proposal to approve the compensation of the Company's named executive officers (a so-called "Say on Pay" vote); and (3) approval of a non-binding proposal for stockholders to recommend to the Board of Directors the frequency at which the Company should hold a non-binding Say on Pay vote (a so-called "Say When on Pay" vote).

As of the record date for the meeting, there were 175,953,035 outstanding shares of common stock entitled to vote. A total of 120,208,576 shares of common stock were voted at the Annual Meeting either in person or by proxy.

The following is a summary of the final voting results for the matters presented to the shareholders:

Proposal 1 - Election of Directors. The following three director nominees were elected to serve for a three-year term.

Nominee For Withheld Broker non-Votes
Behnam Movaseghi 103,664,162 16,544,414 N/A
Jane Moen 109,424,726 10,783,850 N/A
Leon Dembo 103,581,987 16,626,589 N/A

Proposal 2 - Advisory Say on Pay Vote. The non-binding advisory proposal to approve the compensation of the Company's named executive officers was approved. The voting results were as follows:

For Against Abstain Broker non-Votes
105,612,284 12,759,718 1,836,574 N/A

Proposal 3 - Advisory Say When on Pay Vote. The shareholders approved in a non-binding advisory vote to recommend that a "Say on Pay" vote be presented to shareholders every three years. The voting results were as follows:

One Year Two Years Three Years Abstentions
16,828,312 1,975,106 97,734,812 3,670,346

Holders of approximately 56% of the outstanding shares voted in favor of offering future Say on Pay votes to the Corporation's shareholders every three years, which was also management's recommendation. In light of the shareholders vote, and upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors determined that future Say on Pay votes will be presented to the shareholders every three years. Thus, the next shareholder Say on Pay vote will be presented to the shareholders at the Corporation's 2028 annual meeting.

Vaso Corporation published this content on December 19, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 19, 2025 at 15:55 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]