miax-20260616
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 16, 2026
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Miami International Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-42805 | 26-1482385 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
7 Roszel Road, Suite 1A Princeton, New Jersey 08540 | ||||||||
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (609) 897-7300
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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 par value per share | MIAX | New York Stock Exchange | ||||||
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 June 16, 2026, Miami International Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (i) the election of fifteen directors to hold office until the 2027 annual meeting of stockholders; (ii) approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“Say-on-Pay Vote”); (iii) select, on a non-binding advisory basis, whether future advisory votes on the compensation of our named executive officers should be held every one, two or three years; and (iv) the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The voting results for each item of business voted upon at the Annual Meeting were as follows:
| For | Withheld | Broker Non-votes | |||||||||
| Proposal 1: Election of Directors | |||||||||||
| Thomas P. Gallagher | 66,624,613 | 699,364 | 7,629,317 | ||||||||
| Talal Jassim Al-Bahar | 50,951,839 | 16,372,138 | 7,629,317 | ||||||||
| Abdulwahab Ahmad Al-Nakib | 66,820,461 | 503,516 | 7,629,317 | ||||||||
| John Beckelman | 66,518,057 | 805,920 | 7,629,317 | ||||||||
| David Brown | 66,957,596 | 366,381 | 7,629,317 | ||||||||
| Kurt M. Eckert | 66,637,205 | 686,772 | 7,629,317 | ||||||||
| Kenneth W. Lozier | 66,072,284 | 1,251,693 | 7,629,317 | ||||||||
| Mark I. Massad | 66,517,618 | 806,359 | 7,629,317 | ||||||||
| Lisa Moore | 66,943,719 | 380,258 | 7,629,317 | ||||||||
| Mark F. Raymond | 63,039,360 | 4,284,617 | 7,629,317 | ||||||||
| Cynthia Schwarzkopf | 65,883,454 | 1,440,523 | 7,629,317 | ||||||||
| Eric Sites | 66,143,771 | 1,180,206 | 7,629,317 | ||||||||
| Jill E. Sommers | 66,978,355 | 345,622 | 7,629,317 | ||||||||
| Paul V. Stahlin | 66,431,317 | 892,660 | 7,629,317 | ||||||||
| J. Gray Teekell | 66,120,625 | 1,203,352 | 7,629,317 | ||||||||
| For | Against | Abstain | Broker Non-votes | |||||||||||
| Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis | 49,020,028 | 17,331,303 | 972,646 | 7,629,317 | ||||||||||
| 3 Years | 2 Years | 1 Year | Abstain | Broker Non-votes | |||||||||||||
| Proposal 3: Recommended Frequency of Say-On-Pay Vote | 36,641,740 | 391,017 | 29,354,149 | 937,071 | 7,629,317 | ||||||||||||
| For | Against | Abstain | |||||||||
| Proposal 4: Ratification of the Appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | 74,776,726 | 4,868 | 171,700 | ||||||||
There were no other matters presented for a vote at the Annual Meeting.
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.
Date: June 18, 2026
Miami International Holdings, Inc.
By: /s/ Thomas P. Gallagher
Thomas P. Gallagher
Thomas P. Gallagher
Chairman and Chief Executive Officer