Business Context and Reporting Period
This Form 8-K filing by Snail, Inc. (SNAL) reports on the results of the 2026 Annual Meeting of Stockholders held on June 19, 2025. The report was filed on May 27, 2026. The Company is incorporated in Delaware and its Class A Common Stock trades on The Nasdaq Capital Market.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
The filing details the voting outcomes for two proposals submitted at the Annual Meeting. As of the record date (April 15, 2025), the Company had 13,873,422 shares of Class A Common Stock (1 vote per share) and 28,748,580 shares of Class B Common Stock (10 votes per share) outstanding. A quorum was established with 291,710,391 votes present, representing 96.8% of total voting power.
Proposal 1: Election of Directors
Stockholders elected all eight (8) nominees to the Board of Directors. The voting results were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Hai Shi | 288,004,441 | 83,485 | 3,622,465 |
| Jim Tsai | 288,002,004 | 85,922 | 3,622,465 |
| Heidy Chow | 287,902,743 | 185,183 | 3,622,465 |
| Peter Kang | 287,950,693 | 137,233 | 3,622,465 |
| Ying Zhou | 287,950,293 | 137,633 | 3,622,465 |
| Neil Foster | 288,009,601 | 78,325 | 3,622,465 |
| Sandra Pundmann | 287,955,605 | 132,321 | 3,622,465 |
| Ryan Jamieson | 288,008,487 | 79,439 | 3,622,465 |
Proposal 2: Ratification of Auditors
Stockholders ratified the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Votes For: 291,440,661
- Votes Against: 204,581
- Abstentions: 65,149
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Key Facts for Investor Verification
- Meeting Date Discrepancy: Verify the timeline as the Annual Meeting is stated to have occurred on June 19, 2025, while the filing date is May 27, 2026.
- Voting Structure: Confirm the dual-class structure where Class B shares carry 10 votes per share versus 1 vote for Class A shares.
- Auditor Tenure: Note the ratification of BDO USA, P.C. for the fiscal year ending December 31, 2026.
- Board Composition: Verify the terms of the eight newly elected directors, which extend until the next annual meeting.