Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment to the Gaia, Inc. 2019 Long-Term Incentive Plan

The disclosure set forth below relating to shareholder approval of an amendment to the Gaia, Inc. (the "Company") 2019 Long-Term Incentive Plan (the "2019 Incentive Plan") at the 2025 annual meeting of shareholders (the "Annual Meeting") is incorporated herein by reference. The description of the 2019 Incentive Plan set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2025 (the "2025 Proxy Statement") is hereby incorporated by reference.

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

The Company held its Annual Meeting on May 8, 2025. At the Annual Meeting, the shareholders of the Company voted on two proposals as described below.

1. The Company's shareholders elected five directors, each to serve until the 2026 annual meeting of shareholders, or until his or her successor has been duly elected and qualified, subject to earlier resignation or removal. Each nominee for director was elected by a vote of the shareholders as follows:

2. The Company's shareholders voted to approve an amendment to the 2019 Incentive Plan to increase the maximum number of shares of the Class A Common Stock authorized for issuance under the 2019 Incentive Plan by 700,000 shares such that the total number of shares authorized for issuance will be 2,500,000 shares, as disclosed in the Company's 2025 Proxy Statement, by a vote of the shareholders as follows: