American Bitcoin Corp.

06/24/2026 | Press release | Distributed by Public on 06/24/2026 15:00

Proxy Results (Form 8-K)

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

On June 22, 2026, American Bitcoin Corp. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") to consider and vote upon three proposals, which are described in greater detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2026 (the "Proxy Statement"). A total of 93.56% of the voting power of the outstanding shares of stock of the Company entitled to vote were represented at the Annual Meeting, constituting a quorum for all matters presented at the Annual Meeting. The final voting results are set forth below.

Proposal 1: Election of the Class I Director

The stockholders elected Asher Genoot as the Class I director for a three-year term of office expiring at the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal. The results of such vote were as follows:

Nominee

For

Withheld

Broker Non-Votes

Asher Genoot

6,851,045,469,714

5,616,931

111,515,883

Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The results of such vote were as follows:

For

Against

Abstentions

6,851,159,830,478

1,965,911

806,139

Proposal 3: Approval of Proposed Charter Amendment to Effect a Reverse Stock Split

The stockholders approved an amendment to the Company's amended and restated certificate of incorporation, as amended, to effect, at the discretion of the Company's board of directors, a reverse stock split with respect to the Company's outstanding shares of common stock at a ratio within a range of 1-for-5 to 1-for-40 (or any number in between), with the ratio within such range to be determined at the discretion of the Company's board of directors, without reducing the authorized number of shares of the Company's common stock. The results of such vote were as follows:

For

Against

Abstentions

6,851,131,489,507

28,398,402

2,714,619

Item 8.01 Other Events.

On June 22, 2026, following the completion of the Annual Meeting, the Company's board of directors approved a reverse stock split ratio of 1-for-15. The Company expects to effectuate the reverse stock split as soon as practicable.

American Bitcoin Corp. published this content on June 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 24, 2026 at 21:00 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]