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Smartbird shareholders elected Daniel Kasun and Elizabeth Mora to the board and approved four other ballot matters at the company’s September 30, 2026 annual meeting. The proposals covered an equity-plan amendment, shares issuable on conversion of certain Convertible Notes, auditor ratification and possible adjournments.
What shareholders decided
Smartbird’s Form 8-K reports six vote tallies across five matters: two Class II director elections and four proposals. The counts below are votes, not percentages; the filing does not provide a verified denominator for calculating turnout or approval rates.
| Matter | For | Against or withheld | Abstained | Outcome |
|---|---|---|---|---|
| Daniel Kasun, Class II director | 24,767,216 | 35,207 withheld | Not separately listed | Elected through the 2029 annual meeting |
| Elizabeth Mora, Class II director | 24,766,024 | 36,399 withheld | Not separately listed | Elected through the 2029 annual meeting |
| Amend 2021 Equity Incentive Plan to increase authorized shares | 18,378,187 | 946,000 | 5,478,236 | Approved |
| Approve issuance of more than 19.99% of Class A common stock upon conversion of certain Convertible Notes | 24,725,914 | 72,874 | 3,635 | Approved |
| Ratify BPM LLP as independent auditor for fiscal 2026 | 27,601,747 | 92,479 | 305,413 | Approved |
| Authorize one or more adjournments, if needed to solicit additional proxies | 26,605,116 | 1,352,622 | 41,901 | Approved |
Source for all vote counts: Smartbird’s 2026 Form 8-K, Item 5.07. The director-election filing category is “withheld,” not “against.”
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What the four approved proposals covered
More shares authorized under the 2021 Equity Incentive Plan
Shareholders approved an amendment increasing the number of shares authorized for issuance under Smartbird’s 2021 Equity Incentive Plan. The results filing states the vote outcome and tally; it does not establish how the company will use the additional authorization.
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Share issuance related to Convertible Notes
The proposal concerned issuance of more than 19.99% of Smartbird’s Class A common stock upon conversion of certain Convertible Notes, for purposes of Nasdaq Listing Rule 5635(d). Approval of this proposal is not itself a measure of eventual dilution: the results filing does not quantify the shares that may ultimately be issued on conversion.
Fiscal 2026 auditor
Shareholders ratified BPM LLP as Smartbird’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
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Possible adjournments
Shareholders approved authority to adjourn the meeting one or more times if necessary to solicit additional proxies.
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Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How the voting standards differed
Under Smartbird’s definitive proxy statement, director elections used a plurality standard, and the results were reported as votes for or withheld. The other four matters required approval by a majority of the voting power present virtually or represented by proxy and voting affirmatively or negatively; abstentions and broker non-votes were excluded from that calculation.
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The proxy statement also records that the board recommended voting for all five matters. It lists the agenda and voting standards in the definitive proxy statement for the September 30, 2026 meeting.
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