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 24 2025
ROYALTY MANAGEMENT HOLDING CORPORATION |
(Exact name of registrant as specified in its charter) |
Florida |
| 001-40233 |
| 86-1599759 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
12115 Visionary Way, Suite 174, Fishers Indiana, 46038
(Address of principal executive offices)
(317) 855-9926
(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 (See: General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
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 24, 2025, Royalty Management Holding Corporation (the “Company”) held its Annual Meeting of Shareholders for the year 2025, which also included the shareholder meeting for the year 2024 (both, the “Annual Meeting”). At the Annual Meeting, shareholders were afforded the opportunity to discuss Company affairs with management, to elect the directors, and to vote on the other matters identified below. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting, out of a total of 14,938,128 shares eligible to vote at the Annual Meeting:
Proposal 1 – Election of Directors. The stockholders elected each of the five director nominees to serve as directors until the Company’s 2027 Annual Meeting of Stockholders, or until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:
Name | Votes For | Votes Against | Abstentions |
Julie K. Griffith | 11,329,184 | 17,565 | 0 |
D. Joshua Hawes | 11,331,814 | 10,935 | 4,000 |
Roy A. Smith | 11,329,184 | 10,935 | 6,630 |
W. Benjamin Kincaid | 11,329,182 | 14,937 | 2,630 |
Thomas Sauve | 11,322,246 | 11,839 | 21,664 |
Proposal 2 – Change of the Company’s domicile from the State of Delaware to the State of Florida. The result of the vote taken at the Annual Meeting was as follows:
Votes For | Votes Against | Abstentions |
11,178,392 | 163,345 | 5,012 |
Proposal 3 – Approval of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. The result of the vote taken at the Annual Meeting was as follows:
Votes For | Votes Against | Abstentions |
11,283,357 | 145,011 | 5,012 |
Proposal 4 –Selection of CM3 Advisory as the Company’s independent registered public accounting firm for the fiscal years ending December 31, 2025 and 2024. The result of the vote taken at the Annual Meeting was as follows:
Votes For | Votes Against | Abstentions |
11,333,424 | 14,302 | 902 |
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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.
| Royalty Management Holding Corporation | ||
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Date: June 24, 2025 | By: | /s/ Thomas M. Sauve | |
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| Thomas M. Sauve |
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| Chief Executive Officer |
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