{"url_path":"/sec/bcgww/8-k/2026-06-15/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1953984/0001104659-26-074069-index.html","accession_number":"0001104659-26-074069","cik":"0001953984","ticker":"BCG","issuer_name":"Binah Capital Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1953984/0001104659-26-074069-index.html","primary_entity_key":"0001953984","primary_entity_name":"Binah Capital Group, Inc."},"word_count":505,"has_tables":true,"body_markdown":"**Item 5.07**\n**Submission of Matters to a Vote of Security Holders.**\n\n** **\n\n**Annual Meeting of Stockholders**\n\n \n\nOn June 12, 2026, Binah Capital\nGroup, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live\nwebcast. At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in\nthe Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission. As of the record\ndate of April 24, 2026, there were 16,602,460 shares of the Company’s common stock outstanding. At the Annual Meeting, 12,744,834\nshares, or approximately 76.76% of all shares of the Company’s common stock outstanding as of the record date, were represented\neither in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the\nnumber of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each\nmatter:\n\n \n\n·\n**Proposal 1**: a proposal to elect one (1) Class II director, Daniel Hynes, to the Board of Directors (the “Board”) to serve until the 2029 Annual Meeting of Stockholders or until his successor is duly elected and qualified;\n\n·\n**Proposal 2**: a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;\n\n·\n**Proposal 3**: a proposal to approve, on a non-binding advisory basis, the frequency of the Company’s future advisory votes on the compensation of the Company’s named executive officers;\n\n·\n**Proposal 4**: a proposal to ratify the appointment of FGMK, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;\n\n·\n**Proposal 5**: a proposal to approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 2,650,000 shares.\n\n \n\n**Voting Results**\n\n \n\n**Proposal 1**: The voting results for the election\nof the director nominee were as follows:\n\n \n\n  \nFor  \nWithheld  \nBroker Non-Vote \n\nDaniel Hynes \n 11,537,532  \n 53,827  \n 1,153,475 \n\n \n\nThe above nominee was elected as a director\nof the Company.\n\n \n\n**Proposal 2**: This proposal\nwas approved with 11,530,512 “FOR” votes, 55,126 “AGAINST” votes and 5,721 “ABSTAIN” votes. There\nwere 1,153,475 broker non-votes in connection with this proposal.\n\n \n\n**Proposal 3**: The stockholders\napproved, on a non-binding advisory basis, a frequency of “every one year” for future advisory votes on executive compensation.\nThe voting results were as follows: 11,576,606 votes for “ONE YEAR,” 7,472 votes for “TWO YEARS,” 6,222 votes\nfor “THREE YEARS” and 1,059 “ABSTAIN” votes. There were 1,153,475 broker non-votes in connection with this proposal.\nIn light of the voting results, the Board of Directors determined that the Company will hold an advisory vote on named executive officer\ncompensation every year.\n\n** **\n\n**Proposal 4**: This proposal\nwas approved with 12,652,706 “FOR” votes, 90,812 “AGAINST” votes and 1,316 “ABSTAIN” votes.\n\n \n\n**Proposal 5**: This proposal\nwas approved with 10,900,419 “FOR” votes, 690,509 “AGAINST” votes and 431 “ABSTAIN” votes. There were\n1,153,475 broker non-votes in connection with this proposal."}