{"url_path":"/sec/mgtew/8-k/2026-06-12/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","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":487,"has_tables":true,"body_markdown":"Item 5.07. Submission of Matters to a Vote of Security Holders.\n\nOn June 11, 2026, the Company held the Annual Meeting. In connection with the Annual Meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934, as amended. At the close of business on April 15, 2026, the record date for the Annual Meeting (the “Record Date”), there were 73,914,402 shares of Common Stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the Record Date.\n\n \n\n \n\n \n\nAt the Annual Meeting, 69,848,939 of the Company’s 73,914,402 outstanding shares of Common Stock entitled to vote as of the Record Date, or approximately 94.5%, were represented by proxy or in person (virtually), and, therefore, a quorum was present. The following are the voting results for the items of business considered and voted upon at the Annual Meeting, all of which were described in the Company’s Notice of 2026 Annual Meeting of Stockholders and 2026 Proxy Statement, filed with the Securities and Exchange Commission on April 29, 2026, as supplemented.\n\n \n\nThe following matters were submitted to the Company’s stockholders:\n\n \n\nProposal 1: Election of Directors\n\n \n\nThe stockholders elected each of the Company’s five director nominees, each to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified (the “Board Proposal”). The results of the votes were as follows:\n\nProposal\n\nVotes For All\n\nWithheld All\n\nBroker\nNon-Votes\n\nHarvey Golub\n\n68,388,143\n\n225,000\n\n1,235,796\n\nSarah E. Feinberg\n\n68,163,143\n\n450,000\n\n1,235,796\n\n \n\nFrederick C. Herbst\n\n68,613,143\n\n0\n\n1,235,796\n\nMeera Joshi\n\n68,613,143\n\n0\n\n1,235,796\n\n \n\nAndrew Milgram\n\n68,601,894\n\n11,249\n\n1,235,796\n\n \n\n \n\nProposal 2: Approval and Adoption of the 2026 Plan\n\n \n\nThe stockholders approved and adopted the 2026 Plan (the “Equity Plan Proposal”). The results of the votes were as follows:\n\n \n\nProposal\n\nVotes For\n\nVotes\nAgainst\n\n \n\nAbstentions\n\nBroker\nNon-Votes\n\nApproval and adoption of the 2026 Plan\n\n \n\n292,663\n\n845\n\n1,235,796\n\n \n\n \n\nProposal 3: Ratification of Independent Registered Public Accounting Firm\n\n \n\nThe stockholders ratified the appointment of Deloitte & Touche LLP by the audit committee of the Board as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Proposal”). The results of the votes were as follows:\n\n \n\nProposal\n\nVotes For\n\nVotes\nAgainst\n\n \n\nAbstentions\n\nRatification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026\n\n \n\n23,575\n\n250\n\n \n\n \n\nProposal 4: Approval of Adjournment or Postponement\n\n \n\nThe stockholders approved the adjournment or postponement of the annual meeting, if necessary, to solicit additional proxies, if there were not sufficient votes in favor of the Board Proposal, the Equity Plan Proposal, or the Auditor Proposal. The results of the votes were as follows:\n\n \n\n \n\n \n\nProposal\n\nVotes For\n\nVotes\nAgainst\n\n \n\nAbstentions\n\nApproval of an adjournment or postponement of the meeting, if necessary, to solicit additional proxies, if there are not sufficient votes in favor of the Board Proposal, Equity Plan Proposal or Auditor Proposal\n\n \n\n261,416\n\n1,007"}