Cosmos Health Inc.

07/16/2026 | Press release | Distributed by Public on 07/16/2026 14:35

Proxy Results, Corporate Action, Amendments to Bylaws, Management Change/Compensation (Form 8-K)

ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.

The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As described under Item 5.07 of this Current Report on Form 8-K, at the Company's 2026 Annual Meeting of Stockholders held on July 15, 2026 (the "Annual Meeting"), the stockholders of the Company elected the following to serve as directors of the Company until the next Annual Meeting and until their successors are duly elected and qualified:

Grigorios Siokas

Demetrios G. Demetriades

John J. Hoidas

Dr. Anastasios Aslidis

Suhel Bhutawala

Theodoros C. Karkantzos

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

As described under Item 5.07 of this Current Report on Form 8-K, at the Company's 2026 Annual Meeting, the stockholders of the Company approved the proposed issuance and designation of one hundred thousand (100,000) shares of Series B Preferred Stock of the Company. The material terms of Series B Preferred Stock are described in detail under "Proposal 4: Approval of Designation and Issuance of Series B Preferred Stock," commencing on page 32 of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on June 2, 2026, in connection with the Annual Meeting. The Company will file a certificate of designation with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of Series B Preferred Stock, the form of which is attached hereto as Exhibit A.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On July 15, 2026, the Company held its 2026 Annual Meeting. Of the 60,043,491 shares of common stock of the Company outstanding on the record date, 28,315,417 shares were present at the Annual Meeting in person or by proxy, representing approximately 47% of the total outstanding shares eligible to vote. All proposals passed, and the directors recommended by the Company were elected.

The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

2

Proposal 1 - Election of Directors

Name

Votes For

Votes Withheld

Percentage Affirmative

Grigorios Siokas

22,388,863 5,926,554 79.07 %

Demetrios G. Demetriades

23,362,049 4,953,368 82.51 %

John J. Hoidas

22,945,782 5,369,635 81.04 %

Dr. Anastasios Aslidis

23,622,205 4,693,212 83.43 %

Suhel Bhutawala

22,946,202 5,369,215 81.04 %

Theodoros C. Karkantzos

23,847,672 4,467,745 84.22 %

Proposal 2 - The Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

Votes For:

23,852,605

Votes Against:

4,391,554

Abstain:

71,258

Percentage Affirmative:

84.24 %

Proposal 3 - Approval of Company's 2026 Equity Omnibus Plan

Votes For:

22,534,586

Votes Against:

5,673,149

Abstain:

107,682

Percentage Affirmative:

79.58 %

Proposal 4 - Approval of Designation and Issuance of the Company's Series B Preferred Stock

Votes For:

22,363,076

Votes Against:

5,818,559

Abstain:

133,782

Percentage Affirmative:

78.98 %
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