{"url_path":"/sec/mgtew/8-k/2026-06-12/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1965052/0001193125-26-269464-index.html","accession_number":"0001193125-26-269464","cik":"0001965052","ticker":"MGTE","issuer_name":"Marblegate Capital Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1965052/0001193125-26-269464-index.html","primary_entity_key":"0001965052","primary_entity_name":"Marblegate Capital Corp"},"word_count":532,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\nAs further described under Item 5.07 below, Marblegate Capital Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026 at 10:00 am E.T. At the Annual Meeting, the Company’s stockholders approved the Marblegate Capital Corporation 2026 Equity Incentive Plan (the “2026 Plan”). The Company’s Board of Directors (the “Board”) previously approved the 2026 Plan, subject to receipt of stockholder approval at the Annual Meeting.\n\n \n\n2026 Plan\n\n \n\nThe 2026 Plan authorizes the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, dividend equivalents and other stock- or cash-based awards. Employees, consultants and non-employee directors of the Company and its subsidiaries are eligible to receive awards under the 2026 Plan. Awards granted to non-employee directors are subject to an annual limit of $750,000 in aggregate grant-date value (increased to $1,000,000 in the fiscal year of a director’s initial service). Subject to adjustment for certain corporate transactions, the aggregate number of shares of common stock, par value $0.0001 per share (the “Common Stock”), available for issuance under the 2026 Plan is the sum of (i) 3,700,000 shares, and (ii) an automatic annual increase on the first day of each year beginning in 2027 and ending in (and including) 2030 equal to the lesser of (A) three percent (3%) of the shares outstanding on a fully diluted basis on the last day of the immediately preceding fiscal year, and (B) such smaller number of shares of Common Stock as determined by the Board or the compensation committee (the “Evergreen Provision”). Notwithstanding the foregoing, the aggregate maximum number of shares that may be issued pursuant to the exercise of incentive stock options is 3,700,000 shares.\n\n \n\nThe 2026 Plan will be administered by the Board or the compensation committee of the Board, which will have authority to determine the participants, types of awards granted, vesting schedules, performance criteria and other terms and conditions of awards. Awards may be settled in shares of Common Stock, cash or a combination thereof.\n\n \n\nThe 2026 Plan contains customary anti-dilution adjustment provisions applicable in the event of stock splits, recapitalizations, reorganizations and similar transactions. The Board may amend or terminate the 2026 Plan at any time, provided that stockholder approval is required to increase the aggregate share reserve (except pursuant to the Evergreen Provision) and for any repricing of options or stock appreciation rights, and as otherwise required by applicable law or stock exchange rules. No amendment, suspension or termination may materially and adversely affect a previously granted award without the holder’s consent, subject to the terms of the 2026 Plan. No awards may be granted under the 2026 Plan after the 10th anniversary of the 2026 Plan’s effective date (and no incentive stock options may be granted after the 10th anniversary of the Board’s adoption of the 2026 Plan).\n\n \n\nThis summary of the 2026 Plan is not complete and is qualified in its entirety by reference to the full text of the 2026 Plan, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference."}