Kaival Brands Innovations Group Inc

11/05/2025 | Press release | Distributed by Public on 11/05/2025 11:03

Proxy Results (Form 8-K)

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

On October 31, 2025, Kaival Brands Innovations Group, Inc., a Delaware corporation (the "Company"), held its virtual 2025 Annual Stockholders Meeting (the "Meeting").

As of the close of business on October 3, 2025, the record date for the determination of stockholders entitled to vote at the Meeting, there were 11,593,402 shares of the Company's common stock, par value $0.001 per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At the Meeting, the combined holders of 7,576,844 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 65.35% of the outstanding voting shares, and thereby a quorum pursuant to the Delaware General Corporation Law and the bylaws of the Company was present for the transaction of business at the Meeting.

The final results for each of the matters considered at the Meeting were as follows:

1. Election of the five nominees to the Board of Directors of the Company:
Name Votes
For
Votes
Against
Votes
Abstained
Broker
Non-Votes
David Worner 5,515,833 27,927 50,500 1,982,584
Mark Thoenes 5,566,366 27,857 37 1,982,584
Ashesh Modi 5,538,862 54,784 614 1,982,584
Ketankumar Patel 5,535,589 57,913 758 1,982,584

Each director nominee was elected to serve as a director until the Company's 2026 annual meeting of stockholders, or until such person's successor is duly elected and qualified, or until such person's earlier resignation, death or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

2. Ratification of the selection of MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2025:
Votes For Votes Against Abstentions
7,554,497 22,094 253

The affirmative vote of the holders of a majority of the outstanding shares was required for approval. The proposal was approved.

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