Mobile Infrastructure Corporation

06/18/2026 | Press release | Distributed by Public on 06/18/2026 14:18

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.

The board of directors (the "Board") of Mobile Infrastructure Corporation (the "Company") previously adopted, subject to stockholder approval, the Amended and Restated Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan (the "Amended and Restated Incentive Award Plan"), which was approved by the stockholders on June 18, 2026 at the Company's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). Among other changes, the Amended and Restated Incentive Award Plan will increase the number of shares of common stock available for issuance by 3,000,000.

The foregoing summary of the Amended and Restated Incentive Award Plan is qualified in its entirety by reference to the detailed summary of the Amended and Restated Incentive Award Plan set forth in "Proposal 3 - Amended and Restated Incentive Award Plan" in the Company's definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 23, 2026, and to the full text of the Amended and Restated Incentive Award Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

At the 2026 Annual Meeting, the stockholders of the Company (i) elected six (6) nominees to the Board of the Company, each to hold office until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal; (ii) approved the ratification of the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) approved the Amended and Restated Incentive Award Plan.

Proposal 1 - Election of Directors

At the 2026 Annual Meeting, the Company's stockholders elected the six (6) nominees listed below to serve on the Board, each to hold office until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. The results of the voting were as follows:

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

Stephanie Hogue 27,148,965 1,104,401 2,911,544
Manuel Chavez, III 27,173,899 1,079,467 2,911,544
David Garfinkle 27,194,353 1,059,013 2,911,544
Danica Holley 27,194,365 1,059,001 2,911,544
Damon Jones 26,305,222 1,948,144 2,911,544
Jeffrey B. Osher 26,761,949 1,491,417 2,911,544

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

At the 2026 Annual Meeting, the Company's stockholders approved the ratification of the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the voting were as follows:

Votes For

Votes Against

Abestentions Broker Non-Votes
31,128,467 15,086 21,357 -

Proposal 3 - Approval of the Amended and Restated Incentive Award Plan

At the 2026 Annual Meeting, the Company's stockholders approved the Amended and Restated Incentive Award Plan. The results of the voting were as follows:

Votes For

Votes Against

Abestentions Broker Non-Votes
26,971,096 1,228,600 53,670 2,911,544

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