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 5, 2026
RESERVOIR MEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39795 | 83-3584204 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 200 Varick Street Suite 801 New York, New York | 10014 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 675-0541
(Registrant’s telephone number, including area code)
N/A
(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) |
| x | 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, $0.0001 par value per share | RSVR | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | RSVRW | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2026, Stephen M. Cook notified the Nominating and Corporate Governance Committee (“NCG Committee”) of the Board of Directors (the “Board”) of Reservoir Media, Inc. (the “Company”) that he will not stand for re-election as a Class II director of the Company at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Mr. Cook intends to continue to serve as a director, Chair of the NCG Committee, and as a member of the Board’s Compensation Committee until his retirement from the Board upon the expiration of his current term.
Mr. Cook’s decision not to stand for re-election at the 2026 Annual Meeting was not the result of any disagreement between Mr. Cook and the Company, its management, the Board or any committees thereof on any matter relating to the Company’s operations, policies or practices.
Item 8.01 Other Events
On June 8, 2026, the Board, upon the recommendation of the NCG Committee, unanimously resolved to approve a slate of nominees for the 2026 Annual Meeting, which includes each of the Company’s current Class II directors except for Mr. Cook, along with a new nominee: Todd C. Harvey as a Class II director of the Company, subject to the nominees’ election by stockholders at the 2026 Annual Meeting.
Mr. Harvey, age 61, brings extensive operational and leadership experience building and managing global consumer brands, leading organizational transformation, and driving growth across digital media, entertainment, technology, and financial services businesses.
Important Additional Information and Where to Find It
The Company plans to file proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2026 Annual Meeting. Prior to the 2026 Annual Meeting, the Company will file a definitive proxy statement (the “Proxy Statement”). SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain, free of charge, copies of the Proxy Statement, any amendments or supplements thereto and any other documents when filed by the Company with the SEC at the SEC’s website (http://www.sec.gov) or at the Company’s website https://investors.reservoir-media.com/financial-information/sec-filing.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers and other employees may be deemed to be “participants” (under Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from shareholders in connection with the 2026 Annual Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the 2026 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.
| RESERVOIR MEDIA, INC. | |||
| Date: | June 9, 2026 | By: | /s/ Golnar Khosrowshahi |
| Name: Golnar Khosrowshahi | |||
| Title: Chief Executive Officer | |||