Business Context and Reporting Period
This Form 8-K reports on the 2025 Annual Meeting of Stockholders for GIFTIFY, INC., held virtually on October 17, 2025. The company is incorporated in Delaware and trades on The Nasdaq Capital Market under the symbol GIFT. The filing details the outcomes of shareholder votes regarding director elections and the ratification of independent auditors.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance events.
Material Changes and Voting Results
As of the record date (August 25, 2025), there were 30,517,953 shares of common stock outstanding. A total of 11,018,709 shares (36.11%) were represented at the meeting.
Election of Directors
Five nominees were elected to the Board of Directors. The voting results were as follows:
| Nominee | Votes For | Votes Withheld |
|---|---|---|
| Ketan Thakker | 10,972,513 | 665 |
| Elliot Bohm | 10,972,459 | 665 |
| Kevin Harrington | 10,972,536 | 665 |
| Paul K. Danner | 10,971,547 | 1,665 |
| M. Scot Wingo | 10,612,547 | 665 |
There were 12,772,813 broker non-votes recorded for the election of directors.
Ratification of Independent Auditors
Shareholders ratified the appointment of Weinberg & Company, P.A. as the independent registered public accountants for the fiscal year ending December 31, 2025.
| Vote Category | Shares |
|---|---|
| For | 11,018,709 |
| Against | 24,608 |
| Abstain | 289 |
There were 12,727,876 broker non-votes on this matter.
Guidance, Outlook, and Risks
The filing text does not contain management commentary, financial guidance, outlook, risk factors, or contingencies. The document is limited to the procedural results of the annual meeting.
Key Facts for Investor Verification
- Meeting Date: October 17, 2025.
- Shareholder Participation: 36.11% of outstanding shares were represented at the meeting.
- Board Composition: Five directors were successfully elected, including CEO Ketan Thakker.
- Auditor Ratification: Weinberg & Company, P.A. was overwhelmingly ratified (approx. 99.8% of votes cast were "For").
- Broker Non-Votes: A significant number of shares (approx. 12.7 million) were held as broker non-votes, indicating a lack of voting instructions from beneficial owners for these matters.