Intellinetics Inc — Current Report (Form 8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 25, 2026

 

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada		001-41495		87-0613716
(State or other jurisdiction		(Commission		(I.R.S Employer
of incorporation)		File Number)		Identification No.)

 

2190 Dividend Dr., Columbus, Ohio		43228
(Address of principal executive offices)		(Zip code)

 

Registrant’s telephone number, including area code: 614-921-8170

 

Intellinetics, Inc.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		INLX		NYSE American

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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

 

2026 Annual Meeting of Stockholders

 

On June 25, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). A total of 4,458,863 shares of Common Stock, par value $0.001 per share, were issued and outstanding on April 28, 2026, the record date for the 2026 Annual Meeting, and were entitled to vote thereat, of which 2,242,308 shares were present, in person or by proxy, thus constituting a quorum at the 2026 Annual Meeting.

 

Set forth below are the voting results on each of the six proposals submitted to and voted upon by the stockholders at the 2026 Annual Meeting, which proposals are described in the Company’s Proxy Statement for the 2026 Annual Meeting:

 

	Proposal 1:	Election of Directors
		The following nominees were elected as directors, each to serve for a term of one year and until his or her successor is duly elected and qualified, by the vote set forth below:

 

		For				Withheld				Broker Non-Votes
Michael N. Taglich			1,915,744				3,385				323,179
John Guttilla			1,903,469				15,659				323,180
Stanley P. Jaworski, Jr.			1,858,427				60,700				323,181
Paul Seid			1,869,927				49,202				323,179
Russell Bernier			1,870,009				49,120				323,179

 

	Proposal 2:	Approval of 2024 Equity Incentive Plan Amendment
		To adopt and approve an amendment to the Intellinetics Inc. 2024 Equity Incentive Plan to increase the shares of common stock authorized for issuance under the plan from 243,122 shares to a total of 917,157 shares, by the vote set forth below:

 

For				Against				Abstain				Broker Non-Votes
	1,877,645				41,351				132				323,180

 

 

	Proposal 3:	Approval of 2023 Director Plan Amendment
		To adopt and approve an amendment to the Intellinetics Inc. 2023 Non-Employee Director Compensation Plan to increase the shares of common stock authorized for issuance under the plan from 150,000 shares to a total of 302,863 shares, by the vote set forth below:

 

For				Against				Abstain				Broker Non-Votes
	1,849,951				69,094				84				323,179

 

	Proposal 4:	Approval on an Advisory Basis, of Compensation of Named Executive Officers (“Say-on-Pay”)
		The compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, by the vote set forth below:

 

For				Against				Abstain				Broker Non-Votes
	1,882,195				32,871				4,063				323,179

 

	Proposal 5:	Approval, on an Advisory Basis, to Hold an Advisory Vote on the Compensation of Named Executive Officers Every Three Years (“Say-on-Frequency”)
		The proposal to hold an advisory vote every three years on the compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, by the votes set forth below:

 

Every One Year				Every Two Years				Every Three Years				Abstain				Broker Non-Votes
	148,912				36,839				1,314,942				418,434				323,181

 

	Proposal 6:	Ratification of Appointment of Independent Registered Public Accounting Firm
		The appointment of GBQ Partners LLC by the Audit Committee as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, by the vote set forth below:

 

For				Against				Abstain				Broker Non-Votes
	2,242,149				111				48				-

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Name of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	INTELLINETICS, INC.
	By:	/s/ Alison G. Forsythe
		Alison G. Forsythe
		President and Chief Executive Officer
Dated: July 1, 2026