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 10, 2026
SOUTHLAND HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41090 | 87-1783910 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
1100 Kubota Drive
Grapevine, TX 76051
(Address of Principal Executive Offices) (Zip Code)
(817) 293-4263
(Registrant’s Telephone Number, Including Area Code)
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) |
| ☐ | 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 | ||
| American LLC | ||||
| American 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 June 10, 2026, Southland Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders. The total number of shares of the Company’s common stock, par value $0.0001 per share, issued, outstanding and entitled to vote at the meeting was 54,218,882 shares. Represented at the meeting either in person or by proxy were 47,688,898 shares, or 88.0% of shares entitled to vote. All proposals were approved by the requisite stockholder vote. The results of the votes for the proposals were as follows:
Proposal No. 1 – Election of Directors
To elect the directors of the Company for a term set to expire at the 2027 annual meeting and until his or her successor is elected and qualified or he or she resigns or until his or her death, retirement or removal.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |
| Frank Renda | 41,442,844 | 2,355,643 | 8,050 | 3,882,361 |
| Tim Winn | 41,442,693 | 2,352,497 | 11,347 | 3,882,361 |
| Rudy Renda | 41,441,508 | 2,353,682 | 11,347 | 3,882,361 |
| Gregory Monahan | 40,767,238 | 3,031,046 | 8,253 | 3,882,361 |
| Izzy Martins | 41,446,743 | 2,348,243 | 11,551 | 3,882,361 |
| Mario Ramirez | 41,447,268 | 2,346,938 | 12,331 | 3,882,361 |
| Tan Parker | 41,366,087 | 2,428,900 | 11,550 | 3,882,361 |
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm
To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes Cast For | Votes Cast Against | Abstentions | |
| 47,667,887 | 16,182 | 4,829 |
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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: June 16, 2026 | SOUTHLAND HOLDINGS, INC. | ||
| By: | /s/ Frank S. Renda | ||
| Name: | Frank S. Renda | ||
| Title: | President and Chief Executive Officer | ||
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