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): May 27, 2026
Massimo Group
(Exact name of registrant as specified in its charter)
| Nevada | 001-41994 | 92-0790263 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3101 W Miller Road
Garland, TX 75041
(Address of Principal Executive Offices) (Zip Code)
(877) 881-6376
(Registrant’s Telephone Number, Including Area Code)
(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:
| ☐ | 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 per share | MAMO | The Nasdaq Stock Market LLC |
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. |
On May 27, 2026, Masimo Group (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders considered and voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026. At the Annual Meeting, there were a total of 41,640,950 shares of common stock eligible to vote, with each share representing one vote, of 35,424,113 shares of common stock were voted in person or by proxy, representing 85.07% of the votes eligible to be cast. The final voting results for each matter are set forth in more detail below.
| 1. | Election of Directors. |
All of the following four nominees were elected to the Company’s board of directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting and until their successors have been duly elected and have qualified.
| Nominee | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| David Shan | 32,516,659 | 7,929 | 45,413 | 2,854,112 | ||||||||||||
| Paolo Pietrogrande | 32,502,067 | 36,520 | 31,414 | 2,854,112 | ||||||||||||
| Mark Sheffield | 32,515,544 | 9,043 | 45,414 | 2,854,112 | ||||||||||||
| Ting Zhu | 32,515,589 | 23,008 | 31,404 | 2,854,112 | ||||||||||||
| 2. | Ratification of the Company’s Independent Auditors. |
Stockholders ratified the appointment of HHL LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026, in accordance with the voting results below.
| For | Against | Abstain | ||||||||
| 35,216,134 | 12,298 | 195,681 | ||||||||
3. |
Approval of the Company’s Executive Compensation. |
Stockholders approved (on an advisory basis) the Company’s executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 32,503,896 | 37,206 | 28,899 | 2,854,112 | |||||||||||
| 4. |
Frequency of Future Votes Regarding the Company’s Executive Compensation. |
Stockholders approved (on an advisory basis) holding future advisory votes regarding the Company’s executive compensation every one year.
| One Year | Two Years | Three Years | Abstain | |||||||||||
| 32,552,858 | 3,817 | 7,932 | 5,394 | |||||||||||
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SIGNATURES
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.
| Dated: May 28, 2026 | ||
| MASSIMO GROUP | ||
| By: | /s/ Quenton Petersen | |
| Name: | Quenton Petersen | |
| Title: | Chief Executive Officer | |
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