UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2025
THE OLB GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52994 | 13-4188568 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 1120 Avenue of the Americas, 4th Floor, New York, NY | 10036 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 278-0900
Not Applicable
(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 to 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)) |
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. ☐
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, $0.0001 par value | OLB | Nasdaq Capital Market |
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders (the “Annual Meeting”) of The OLB Group, Inc. (the “Company”), commenced on December 19, 2025, the stockholders of the Company approved the election of directors and the three proposals listed below. Each outstanding share of Common Stock was entitled to one vote on the matters presented at the Annual Meeting and each share of Preferred Stock was entitled to 11.110 votes (for a total of 11,344 eligible votes) on the matters presented at the Annual Meeting. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.
1. Elect four members of the Board of Directors, each to serve for a one-year term:
| COMMON SHARES FOR | COMMON SHARES WITHHELD | COMMON SHARES BROKER NON-VOTE | ||||||||||
| Ronny Yakov | 5,957,282 | 23,359 | 1,066,198 | |||||||||
| Amir Sternhell | 5,943,835 | 36,806 | 1,066,198 | |||||||||
| Ehud Ernst | 5,952,280 | 28,361 | 1,066,198 | |||||||||
| Alina Dulimof | 5,933,840 | 46,801 | 1,066,198 | |||||||||
2. Ratify the appointment by the Board of RBSM, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
| COMMON SHARES FOR | COMMON SHARES AGAINST | COMMON SHARES ABSTAIN | ||
| 6,853,463 | 191,974 | 1,402 |
3. Approval, on an advisory basis, the compensation of our named executive officers, was as follows:
| COMMON SHARES FOR | COMMON SHARES AGAINST | COMMON SHARES ABSTAIN | ||
| 5,896,841 | 83,255 | 545 |
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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.
Dated: December 22, 2025
| THE OLB GROUP | ||
| By: | /s/ Ronny Yakov | |
| Name: | Ronny Yakov | |
| Title: | Chief Executive Officer | |
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