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