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): May 29, 2026
XBP Global Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40206 | 85-2002883 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 6641 N. Belt Line Road, Suite 100 Irving, Texas | 75063 | |
| (Address of principal executive offices) | (Zip Code) |
(844) 935-2832
Registrant’s telephone number, including area code
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 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 | ||
| The Capital Market | ||||
| The Capital Market |
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 May 29, 2026, XBP Global Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). As of the record date, April 21, 2026, there were 11,768,050 shares of Common Stock outstanding and entitled to vote. Approximately 85.92% of outstanding shares were represented at the Annual Meeting. The results for the proposals voted upon at the annual meeting, which are further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”), were as follows:
| · | Proposal 1 — To consider and vote upon a proposal to elect to the board of directors of the Company (the “Board”) the seven nominees named in the Proxy Statement who have been nominated by the Board to serve as directors until the 2027 annual meeting of stockholders: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Par Chadha | 3,690,975 | 5,842,383 | 577,920 | |||
| Andrej Jonovic | 8,130,779 | 1,402,579 | 577,920 | |||
| Randal Klein | 5,591,900 | 3,941,458 | 577,920 | |||
| Regina Paolillo | 8,372,081 | 1,161,277 | 577,920 | |||
| Robert Pryor | 5,591,905 | 3,941,453 | 577,920 | |||
| James Reynolds | 4,597,650 | 4,935,708 | 577,920 | |||
| Sanjay Srivastava | 5,591,899 | 3,941,459 | 577,920 |
| · | Proposal 2 — To consider and vote upon a proposal to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 9,464,489 | 642,788 | 4,001 | 0 |
| · | Proposal 3 — To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (the “say-on-pay vote”): |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 8,208,462 | 1,323,885 | 1,011 | 577,920 |
| · | Proposal 4 — To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the frequency of future say-on-pay votes: |
| Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Votes Abstained | Broker Non-Votes | ||||
| 9,200,507 | 333 | 488 | 332,030 | 577,920 |
In light of these results, and consistent with the recommendation of the Board as set forth in the Proxy Statement, future say-on-pay votes will occur on an annual basis until the next advisory vote on the frequency of say-on-pay votes, which will occur no later than the 2032 annual meeting of stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 1, 2026
| XBP GLOBAL HOLDINGS, INC. | ||
| By: | /s/ Dejan Avramovic | |
| Dejan Avramovic | ||
| Chief Financial Officer | ||