TruGolf Holdings Inc.

02/18/2026 | Press release | Distributed by Public on 02/18/2026 15:01

Proxy Results (Form 8-K)

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

On February 17, 2026, TruGolf Holdings, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). During the Annual Meeting, stockholders voted on the seven proposals listed below. The final voting results with respect to each proposal are also set forth below. As of the record date for the Annual Meeting, there were 5,057,444 shares of common stock outstanding, of which 4,857,445 shares are Class A common stock and 199,999 shares are Class B common stock. Each outstanding share of our Class A common stock entitled its holder to one vote on each of the matters to be voted on at the Annual Meeting, and each outstanding share of our Class B common stock entitled its holder to 25 votes on each proposal at the Annual Meeting.

Proposal 1:

Election of Directors: Stockholders voted to elect five nominees to the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders of the Company or until such person's successor is qualified and elected.

Nominee For

Withhold

Broker Non-Votes
Christopher Jones 6,220,654 207,205 314,491
B. Shaun Limbers 6,216,066 211,793 314,491
Humphrey P. Polanen 6,223,408 204,451 314,491
Riley Russell 6,222,160 205,699 314,491
AJ Redmer 6,223,614 204,245 314,491

Proposal 2:

Ratification of Independent Registered Public Accounting Firm: Stockholders voted to ratify Haynie & Company as the Company's independent registered public accounting firm for the year ending December 31, 2025.

For Against Abstentions Broker Non-Votes
6,583,964 48,649 109,737 0

Proposal 3:

Equity Incentive Plan: Stockholders voted to approve the Company's 2026 Stock Plan, which authorizes the issuance of up to 2,000,000 shares of common stock.

For Against Abstentions Broker Non-Votes
6,134,928 277,736 15,195 314,491

Proposal 4:

The Redomestication Proposal: Stockholders voted to approve a proposal to redomesticate the Company from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada.

For Against Abstentions Broker Non-Votes
6,228,794 161,758 37,297 314,501
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