BullFrog AI Holdings Inc.

09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:47

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendment of Bylaws.

Effective September 18, 2025, Bullfrog AI Holdings, Inc. (the "Company") amended its bylaws in order to reduce the quorum required for meetings of stockholders to thirty-three and one-third percent (33.33%) of the shares then issued and outstanding. The text of the amendment to the bylaws is filed as Exhibit 3.1 to this report and incorporated herein by reference.

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

On September 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 5,999,172 shares were present or represented by proxy at the Annual Meeting, representing approximately 59.50% of all shares entitled to vote at the Annual Meeting. The stockholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:

1. Election of Directors

Proposal No. 1 was the election of four nominees to serve as directors of the Company, each for a term of one year until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The results of the vote were as follows:

Nominee Votes For Votes Withheld Broker Non-Votes
William Enright 3,061,579 25,331 2,912,262
Jason D. Hanson 3,059,342 27,568 2,912,262
R. Donald Elsey 3,059,674 27,236 2,912,262
Vininder Singh 3,059,114 27,796 2,912,262

Based on the foregoing votes, the four nominees listed above were elected to serve on the Board. There were no additional director nominations brought before the meeting.

2. Ratification of the Appointment of M&K CPAs, PLLC ("M&K") as the Company's Independent Registered Public Accounting Firm

Proposal No. 2 was the ratification of the appointment of M&K CPAs, PLLC ("M&K") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:

Votes For

Votes

Against
Abstentions
5,885,223 98,872 15,077

Based on the foregoing vote, the ratification of M&K as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved.

BullFrog AI Holdings Inc. published this content on September 23, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 20:47 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]