izea-20251210
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): December 10, 2025
IZEA WORLDWIDE, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada | 001-37703 | 37-1530765 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
1317 Edgewater Dr #1880 Orlando, Florida | 32804 | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: (407) 674-6911
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:
☐ 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, par value $0.0001 per share | IZEA | The Nasdaq Capital Market | ||||||||||||
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.
At the December 10, 2025 Annual Meeting of Stockholders, holders of common stock were asked to consider and vote upon the:
1.election of seven directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2.ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
3.approval, on a non-binding advisory basis, the compensation paid to IZEA's named executive officers (commonly known as "say-on-pay");
PROPOSAL 1
Stockholders voted with respect to election of each of the nominees for director identified in the proxy statement as follows:
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Antonio Bonchristiano | 6,013,996 | 180,770 | 4,907,119 | ||||||||
| Rodrigo Boscolo | 6,015,128 | 179,638 | 4,907,119 | ||||||||
| Brian W. Brady | 5,749,066 | 445,700 | 4,907,119 | ||||||||
| John H. Caron | 6,085,615 | 109,151 | 4,907,119 | ||||||||
| Lindsay A. Gardner | 6,085,182 | 109,584 | 4,907,119 | ||||||||
| Daniel R. Rua | 6,069,910 | 124,856 | 4,907,119 | ||||||||
| Patrick J. Venetucci | 6,069,910 | 124,856 | 4,907,119 | ||||||||
As a result of this vote, each of Mr. Bonchristiano, Mr. Boscolo, Mr. Brady, Mr. Caron, Mr. Gardner, Mr. Rua, and Mr. Venetucci was elected as a director to serve until the 2026 annual meeting of stockholders and until his successor is duly elected and qualified.
PROPOSAL 2
Stockholders voted to ratify the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2025, as follows:
| For | Against | Abstained | ||||||
| 11,006,600 | 91,295 | 3,990 | ||||||
PROPOSAL 3
Stockholders voted on a non-binding, advisory basis, with respect to compensation paid to our named executive officers as described in the executive compensation table set forth in the Proxy Statement for the Meeting as follows:
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 5,299,996 | 826,731 | 68,039 | 4,907,119 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IZEA WORLDWIDE, INC. | ||||||||
| Date: December 11, 2025 | By:/s/ Patrick Venetucci Patrick Venetucci Chief Executive Officer | |||||||