Envela Corporation

07/01/2025 | Press release | Distributed by Public on 07/01/2025 15:15

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

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

On June 25, 2025, Envela Corporation (the "Company") held its 2025 annual meeting (the "Annual Meeting") of stockholders (the "Stockholders") at the Company's corporate office at 1901 Gateway Drive, Irving, Texas 75038 ("Corporate Head Office").

At the Annual Meeting, the Stockholders approved the Company's 2025 Equity Incentive Plan (the "2025 Plan").

For additional information regarding the Company's 2025 Plan, see "Proposal 5 - To Approve the 2025 Plan" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2025 (the "Proxy Statement").

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Company's 2025 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

On June 25, 2025, the Company held its Annual Meeting of the Stockholders at the Company's Corporate Head Office.

The matters submitted to the Stockholders for a vote at the Annual Meeting were set forth in the Proxy Statement and distributed to the Stockholders. Stockholders representing 24,111,129 or 92.75% of the shares of the Common Stock outstanding and entitled to vote as of the record date, May 13, 2025, were represented at the meeting either in person or by proxy.

The matters proposed to the Stockholders for a vote were:

1. The election of each of John R. Loftus, Jim R. Ruth, Alexandra C. Griffin, Richard D. Schepp, Vicky C. Teherani, and Vince A. Ackerson as members of the Company's Board of Directors (the "Board of Directors").

2. The ratification of the Company's appointment of Whitley Penn LLP ("Whitley Penn") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

3. Advisory vote to approve the compensation of our named executive officers.

4. Advisory vote to determine the frequency of future advisory votes on executive compensation.

5. The adoption of the Company's 2025 Plan.

The final voting results of the Annual Meeting are set forth below.

Proposal One

The nominees named in the Proxy Statement (the "Proxy Statement Nominees") were elected to the Board of Directors to serve until the next annual meeting of Stockholders and until their respective successors are duly-elected and qualified (or until their death, resignation or removal, if earlier). The Proxy Statement Nominees were the only nominees to receive votes for their election at the meeting, and the Proxy Statement Nominees constitute the six nominees receiving the highest number of votes in favor of their election as directors. The results of the vote with respect to their respective elections were as follows:

Nominees

Votes For

Votes Withheld

Broker Non-Votes

John R. Loftus

21,662,102

2,622

2,446,405

Jim R. Ruth

20,985,599

679,125

2,446,405

Alexandra C. Griffin

21,181,403

483,321

2,446,405

Richard D. Schepp

21,195,869

468,855

2,446,405

Vicky C. Teherani

21,624,063

40,661

2,446,405

Vince A. Ackerson

21,634,739

29,985

2,446,405

Mr. Ackerson has elected to defer his start date on the Board of Directors until July 14, 2025

Ms. Teherani has elected to defer her start date on the Board of Directors until September 30, 2025.

Proposal Two

The proposal to ratify the Company's appointment of Whitley Penn as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved by the following vote:

Votes For

Votes Against

Abstentions

Broker Non-Votes

24,083,088

4

28,037

0

2

Proposal Three

The proposed advisory vote to approve the compensation of our named executive officers was approved by the following vote:

Votes For

Votes Against

Abstentions

Broker Non-Votes

21,599,014

28,274

37,436

2,446,405

Proposal Four

The proposed advisory vote to determine the frequency of future advisory votes on executive compensation was approved by the following vote:

1 Year

2 Years

3 Years

Abstentions

Broker Non-Votes

968,575

25,247

20,633,625

37,277

2,446,405

Proposal Five

The proposal to adopt the Company's 2025 Plan was approved by the following vote:

Votes For

Votes Against

Abstentions

Broker Non-Votes

21,612,775

23,121

28,828

2,446,405

Envela Corporation published this content on July 01, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on July 01, 2025 at 21:15 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]