INNOVATIVE FOOD HOLDINGS INC
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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Item 5. Other Information
Trading Arrangements
During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)adopted orterminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Annual Stockholders Meeting Results
On May 19, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following three proposals:
Proposal 1-Election of Directors
James C. Pappas, Mark Schmulen, Denver J. Smith, Loukas D. Kozonis and Gary Schubert were each elected to serve on the Board for a one-year term that expires at the 2027 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified. The final results of the voting were as follows:
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| James C. Pappas | 32,141,895 | 833,394 | 20,000 | 11,437,467 |
| Mark Schmulen | 32,185,359 | 789,250 | 20,680 | 11,437,467 |
| Denver J. Smith | 32,029,206 | 833,394 | 132,689 | 11,437,467 |
| Loukas D. Kozonis | 32,144,020 | 830,589 | 20,680 | 11,437,467 |
| Gary Schubert | 32,189,443 | 785,846 | 20,000 | 11,437,467 |
Brady Smallwood was not nominated to stand for reelection as a director of the Company at the Annual Meeting. Accordingly, Mr. Smallwood retired as a director of the Company effective May 19, 2026.
Proposal 2-Ratification of Auditors
The Company’s stockholders ratified the previous appointment by the Board of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the current fiscal year. The final results of the voting were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 43,683,536 | 432,524 | 316,696 | - |
Proposal 3-Say-on-Pay
The Company’s executive compensation, by non-binding advisory vote, was approved. The final results of the voting were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 32,523,581 | 379,428 | 92,280 | 11,437,467 |
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