{"url_path":"/sec/rcat/8-k/2026-06-25/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":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/748268/0001628280-26-045393-index.html","accession_number":"0001628280-26-045393","cik":"0000748268","ticker":"RCAT","issuer_name":"Red Cat Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/748268/0001628280-26-045393-index.html","primary_entity_key":"0000748268","primary_entity_name":"Red Cat Holdings, Inc."},"word_count":384,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nOn June 18, 2026, Red Cat Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 23, 2026 (the “Record Date”), there were 122,051,175 shares of common stock (the “Common Stock”) outstanding, each share being entitled to one vote. Accordingly, as of the Record Date, there were 122,051,175 votes available to be cast. At the Annual Meeting, the holders of 71,433,137 shares of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.\n\nProposal 1 - Election of five directors to hold office until the Annual Meeting of Stockholders to be held in 2027 or until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, disqualification or removal.\n\nNomineeForWithheldBroker Non-Votes\n\nJeffrey M. Thompson21,607,41915,652,03334,173,685\n\nJoseph Freedman17,225,49120,033,96134,173,685\n\nNicholas Liuzza Jr.14,348,72622,910,72634,173,685\n\nChristopher R. Moe17,592,05419,667,39834,173,685\n\nGeneral (R) Paul E. Funk II14,585,50922,673,94334,173,685\n\nProposal 2 - The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.\n\nForAgainstAbstentionsBroker Non-Votes\n\n70,445,245613,920373,9720\n\nProposal 3 - A non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers.\n\nForAgainstAbstentionsBroker Non-Votes\n\n15,194,01721,304,013761,42234,173,685\n\nThis proposal did not receive the affirmative vote of a majority of the votes cast. The Compensation Committee of the Company’s board of directors (the “Compensation Committee”) designed a compensation program intended to align the interests of the Company’s executive officers with those of its stockholders, enhance the personal stake of executive officers in the growth and success of the Company through equity awards, provide an incentive for the executive officers’ continued service at the Company, and provide an opportunity for the executive officers to increase their Company stock ownership levels. The Compensation Committee may, as appropriate, retain an independent compensation advisor to review the Company’s compensation program and to consider this advisory vote in future compensation decisions, with the continuing goal to align compensation of executive officers with the interests of the Company’s stockholders."}