Business Context and Reporting Period
This Form 8-K reports on the 2025 Annual Meeting of Stockholders for MDB Capital Holdings, LLC, held on December 2, 2025. The company is an emerging growth company incorporated in Delaware, with Class A Common Shares (trading symbol: MDBH) listed 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 results.
Material Changes and Voting Results
The Annual Meeting addressed two primary proposals with the following outcomes:
- Shareholder Participation: As of the record date (October 14, 2025), there were 30,168,632 votes entitled to vote. 25,614,743 votes (84.90%) were present in person or by proxy.
- Proposal 1 (Election of Directors): Seven nominees were elected to serve until the 2026 annual meeting. All nominees received over 25.5 million votes "For" with minimal votes withheld (ranging from 73,721 to 78,752).
- Proposal 2 (Ratification of Auditors): Shareholders ratified the appointment of RBSM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote was 25,538,321 "For," 28,500 "Against," and 2,922 "Abstaining."
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, management commentary on future outlook, specific risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Key Facts for Investor Verification
- Confirmation that RBSM LLP is the appointed auditor for the fiscal year ending December 31, 2025.
- Verification of the seven newly elected directors: Christopher Marlett, Anthony DiGiandomenico, George Brandon, Mo Hayat, Susanne Meline, Sean Magennis, and Daniel Torpey.
- Review of the dual-class share structure: 5,168,632 Class A shares (1 vote each) and 5,000,000 Class B shares (5 votes each) as of the record date.
- Confirmation of the high shareholder turnout (84.90%) indicating strong engagement in the governance process.