SPAR Group Inc.

06/16/2026 | Press release | Distributed by Public on 06/16/2026 14:35

Proxy Results (Form 8-K)

Item 5.07 - Submission of Matters to a Vote of Security Holders.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.
The Corporation held an annual meeting of stockholders at 12:00 PM (noon), Eastern Time on June 11, 2026 (the "Annual Meeting"). At the Annual Meeting, the Corporation's stockholders voted on four proposals as set forth below, each of which was described in detail and subject to the descriptions in the Corporation's definitive proxy statement, dated April 30, 2026, as amended and supplemented by the proxy statement supplement, dated May 19, 2026 (the "Proxy Statement"). The number of votes cast for, against and withheld and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings respectively assigned to them in the Proxy Statement, which is incorporated herein by reference.
As of the close of business on the record date for the Annual Meeting, which was April 17, 2026, there were 25,129,991 shares of Common Stock, outstanding and entitled to vote at the Annual Meeting. A total of 20,780,402 shares of Common Stock, representing 82.69% of the shares of Common Stock outstanding as of the record date for the Annual Meeting, were represented in person or by proxy and entitled to vote at the Annual Meeting, and constituted a quorum to conduct business at the Annual Meeting.
1.
The Reelection of Directors Proposal: To reelect seven (7) Directors of SGRP to serve on SGRP's Board of Directors (the "Board") during the ensuing year and until their respective successors have been duly elected and seated on the Board, which candidates are Mr. John Bode, Mr. James R. Brown, Sr., Mr. Tim Cook, Mr. James R. Gillis, Ms. Linda Houston, Mr. Panagiotis Lazaretos, and Mr. William Linnane.
The Reelection of Directors Proposal was voted as set forth below:
Shares Voted For
Shares Voted Withhold
Broker
Non-Votes
John Bode
8,853,799 9,661,273 2,265,330
James R. Brown, Sr.
11,222,991 7,292,081 2,265,330
Tim Cook
12,761,923 5,753,149 2,265,330
James R. Gillis
9,514,570 9,000,502 2,265,330
Linda Houston
8,851,316 9,663,756 2,265,330
Panagiotis Lazaretos
11,339,215 7,175,857 2,265,330
William Linnane
13,097,845 5,417,227 2,265,330
The Company's directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above was elected to serve on the Company's Board of Directors until the Company's 2027 annual meeting of stockholders, or until their successors are elected and qualified.
As described in Proposal 1 in the Proxy Statement, each nominee has signed a resignation letter that provides for the nominee's retirement if the nominee fails to receive the required plurality of votes cast at the Annual Meeting. Nominees serving in contractually dedicated seats also have a departure condition consisting of receipt of written notice from the applicable nominating rights holder of the appointment of someone else to such nominee's contractually dedicated seat. See Resignation and Retirement Letter Agreement in the Proxy Statement.
As described in the Proxy Statement, "Against" or "Abstain" votes received in response to the proxy card were treated as "Withhold" votes for all of the applicable director nominees listed in Item 1 of the proxy card.
Please note that the Corporation's By-Laws (the "By-Laws") require that at all times the Board have at least three Super Independent Directors (as defined in the By-Laws) and each of its committees have at least two Super Independent Directors, and of the nominees, only Mr. Gillis, Mr. Bode and Ms. Houston have qualified as Super Independent Directors. See Board Size, Quorum and Voting, Director Nominations: Experience, Integrity, Diversity and other Criteria, Director Independence, Contractually Dedicated Seats, and 2026 By Laws in the Proxy Statement.
2.
The Independent Registered Accounting Firm Proposal: To ratify, on an advisory basis, the engagement and use of Grant Thornton LLP, as the principal independent registered accounting firm for the Corporation and its subsidiaries for the year ending December 31, 2026.
The Independent Registered Accounting Firm Proposal was voted as set forth below:
Shares Voted For
Shares Voted Against
Abstentions
Broker
Non-Votes
16,913,893
31,024
3,835,485
0
The vote required to approve the non-binding advisory vote on the engagement and use of Grant Thornton LLP was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company's stockholders approved, on a non-binding advisory basis, the engagement and use of Grant Thornton LLP as the Company's registered public accounting firm auditor for the fiscal year ending December 31, 2026.
3.
The Compensation Proposal: To approve, on an advisory basis, the compensation of the Corporation's Named Executive Officers, as disclosed in the Proxy Statement (i.e., "Say on Pay").
The Compensation Proposal was voted as set forth below:
Shares Voted For
Shares Voted Against
Abstentions
Broker
Non-Votes
9,281,463
9,207,915
25,694
2,265,330
The vote required to approve the non-binding advisory vote on executive compensation paid to the Company's named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company's stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as reported in the Company's definitive proxy statement filed on April 30, 2026.
4.
The 2026 Stock Compensation Plan Proposal: To consider, ratify and approve the Board of Directors' adoption of the 2026 Stock Compensation Plan.
The 2026 Stock Compensation Plan Proposal was voted as set forth below:
Shares Voted For
Shares Voted Against
Abstentions
Broker
Non-Votes
9,355,921
9,133,458
25,693
2,265,330
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast at the Annual Meeting. Accordingly, stockholders ratified the approval of the 2026 Stock Compensation Plan.
SPAR Group Inc. published this content on June 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 16, 2026 at 20:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]