{"url_path":"/sec/aent/8-k/2026-06-29/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1823584/0001493152-26-031100-index.html","accession_number":"0001493152-26-031100","cik":"0001823584","ticker":"AENT","issuer_name":"ALLIANCE ENTERTAINMENT HOLDING CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1823584/0001493152-26-031100-index.html","primary_entity_key":"0001823584","primary_entity_name":"ALLIANCE ENTERTAINMENT HOLDING CORP"},"word_count":347,"has_tables":true,"body_markdown":"**Item\n5.07**\n**Submission\nof Matters to a Vote of Security Holders.**\n\n \n\nOn\nJune 24, 2026, a written consent (the “Written Consent”) was delivered to the Board of Directors of Alliance Entertainment\nHolding Corporation, a Delaware corporation (the “Company”), by (i) the Bruce Ogilvie, Jr. Trust dated January 20, 1994,\n(ii) Jeffrey Walker, the Company’s Chief Executive Officer and a member of the Board of Directors of the Company, and (iii) the\nOgilvie Legacy Trust dated September 14, 2021 (collectively, the “Majority Stockholders”). Bruce Ogilvie, Executive Chairman\nand member of the Board of Directors of the Company, is trustee of the Bruce Ogilvie, Jr. Trust dated January 20, 1994.\n\n \n\nThe\nMajority Stockholders collectively hold 46,847,262 shares of the Company’s Class A Common Stock and 58,866,667 shares of the Company’s\nClass E Common Stock, representing approximately 95.3% of the voting power of the Company’s issued and outstanding Common Stock\nand approximately 98.1% of the voting power of the Company’s issued and outstanding Class E Common Stock. Pursuant to the Written\nConsent, the Majority Stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation\n(the “Existing Charter”) that would amend and restate the Existing Charter in full (as so amended and restated, the “Third\nAmended and Restated Certificate of Incorporation”) to eliminate the voting rights of the Class E Common Stock except to the extent\nrequired by law.\n\n \n\nOn\nJune 24, 2026, the Company filed an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended,\nwith the Securities and Exchange Commission (the “Information Statement”). The Third Amended and Restated Certificate of\nIncorporation will be filed with the Secretary of State of Delaware and will become effective on the twenty-first (21st) day\nafter the Information Statement is mailed to the Company’s stockholders.\n\n \n\n \n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\nDated:\nJune 29, 2026\nALLIANCE\nENTERTAINMENT HOLDING CORPORATION\n\n \n \n\n \nBy:\n\n*/s/\nBruce Ogilvie*\n\n \nName:\n\nBruce Ogilvie\n\n \nTitle:\nExecutive Chairman"}