Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Azio AI Holdings, Inc., a Delaware corporation (the "Company"), the Company's stockholders approved the Azio AI Holdings, Inc. 2026 Equity Incentive Plan (the "2026 Plan"), which the Board of Directors of the Company (the "Board") previously approved on July 2, 2026, subject to stockholder approval. As a result, the 2026 Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the 2026 Plan is set forth under the heading "Proposal 6: Approval of the Azio AI Holdings, Inc. 2026 Equity Incentive Plan" contained in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on October 9, 2026, as supplemented by the supplement filed with the SEC on November 6, 2026 (the "Proxy Statement"). Any employees (including executive officers), directors and consultants of the Company and its subsidiaries are eligible to receive awards under the 2026 Plan. The foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2026 Plan, a copy of which is filed as Appendix E to the Proxy Statement and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 13, 2026, the Company reconvened and held the Annual Meeting, which was originally convened on November 2, 2026, and adjourned to November 13, 2026, due to a lack of quorum. As of the close of business on September 10, 2026, the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting (the "Record Date"), there were 17,357,848 shares of the Company's common stock, par value $0.00001 per share ("Common Stock"), outstanding, each of which entitled the holder to one vote on each matter brought before the Annual Meeting. Holders of 9,401,687.72 shares of Common Stock (representing 54.2% of the shares of Common Stock outstanding on the Record Date) were present virtually or represented by proxy at the Annual Meeting on November 13, 2026, constituting a quorum. The proposals presented at the Annual Meeting are described in detail in the Proxy Statement.

As described in further detail below, each of Proposals 1, 2, 3, 5, 6 and 7 was approved by the Company's stockholders. In accordance with the approval of Proposal 7, the Annual Meeting was adjourned with respect to only Proposal 4, which concerns the approval, in accordance with Listing Rules 5635(a) and 5635(b) of The Nasdaq Stock Market LLC ("Nasdaq"), of the issuance of shares of Common Stock upon conversion of the Company's Series A Non-Voting Convertible Preferred Stock (the "Conversion Proposal"), because the Company's initial listing application required by Nasdaq Listing Rule 5110(a) has not yet been approved. The polls on the Conversion Proposal were not closed at the Annual Meeting, and the Annual Meeting will be reconvened only with respect to the Conversion Proposal on December 4, 2026, at 9:00 a.m., Pacific Time (the "Adjourned Annual Meeting"), as a virtual meeting at HTTPS://EDGE.MEDIA-SERVER.COM/MMC/GO/AZIO2026AGM.

The record date for determining stockholders entitled to vote on the Conversion Proposal at the Adjourned Annual Meeting remains the close of business on September 10, 2026. Stockholders may cast their votes on the Conversion Proposal by visiting https://www.iproxydirect.com/aazio before the Adjourned Annual Meeting or HTTPS://EDGE.MEDIA-SERVER.COM/MMC/GO/AZIO2026AGM during the Adjourned Annual Meeting. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote on the Conversion Proposal do not need to take any action. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the Conversion Proposal for the Adjourned Annual Meeting.

The Company encourages all stockholders of record who have not yet voted on the Conversion Proposal to do so by December 3, 2026, at 8:59 p.m., Pacific Time. Notwithstanding the foregoing, any votes on the Conversion Proposal that are properly received before the close of voting at the Adjourned Annual Meeting on December 4, 2026, will be accepted.

At the Annual Meeting, the stockholders of the Company voted on Proposals 1, 2, 3, 5, 6 and 7 as described in the Proxy Statement. The results for each such matter voted on by the stockholders during the Annual Meeting are set forth below:

Proposal 1

The Company's stockholders elected the following nominee to serve as a Class III director on the Board to hold office for a three-year term expiring at the Company's 2029 Annual Meeting of Stockholders or until his successor has been duly elected and qualified or until his earlier resignation, removal or death, as set forth below:

Proposal 2

The Company's stockholders approved the proposal to ratify the appointment of TAAD LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

Proposal 3

The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers in fiscal year 2025, as set forth below:

Proposal 5

The Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Board, a reverse stock split at a ratio in the range of 1-for-15 to 1-for-30 with the final ratio to be determined at the discretion of the Board:

Proposal 6

The Company's stockholders approved the Azio AI Holdings, Inc. 2026 Equity Incentive Plan:

Proposal 7

The Company's stockholders approved the adjournment of the Annual Meeting with respect to one or more of the proposals to a later date or dates, if necessary or appropriate, as determined by the Chairman of the Board, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any such proposals at the Annual Meeting or if the Company's initial listing application required by Nasdaq Listing Rule 5110(a) has not yet been approved:

Additional Information and Where to Find It

This document may be deemed to be solicitation material in respect of the Adjourned Annual Meeting. The Company previously filed the Proxy Statement with the SEC on October 9, 2026, and supplemented the Proxy Statement with the supplement filed with the SEC on November 6, 2026. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED ANNUAL MEETING. The Proxy Statement has been mailed to stockholders who are entitled to vote at the Adjourned Annual Meeting. No changes have been made to the proposal to be voted on by stockholders at the Adjourned Annual Meeting. The Proxy Statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at www.sec.gov.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company's stockholders in respect of the Adjourned Annual Meeting. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on April 13, 2026, and in subsequent Quarterly Reports on Form 10-Q and other documents filed by the Company from time to time with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, was also included in the Proxy Statement. You may obtain free copies of these documents as described above.