{"url_path":"/sec/topp/8-k/2026-09-11/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":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1960847/0001213900-26-099323-index.html","accession_number":"0001213900-26-099323","cik":"0001960847","ticker":"TOPP","issuer_name":"Toppoint Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1960847/0001213900-26-099323-index.html","primary_entity_key":"0001960847","primary_entity_name":"Toppoint Holdings Inc."},"word_count":570,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to a Vote of Security Holders.**\n\n \n\nOn September 8, 2026, Toppoint Holdings Inc. (the\n“Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on\nAugust 7, 2026, the record date for the Annual Meeting, 24,700,000 shares of the Company’s common stock were outstanding and entitled\nto vote. A total of 15,712,711 shares were present by remote communication or represented by proxy at the Annual Meeting, representing\napproximately 63.61% of the shares entitled to vote and constituting a quorum.\n\n \n\nThe stockholders considered five proposals at\nthe Annual Meeting, each of which is described in the Company’s definitive proxy statement filed with the Securities and Exchange\nCommission on August 10, 2026, as supplemented by the Company’s definitive additional materials filed on August 24, 2026. The final\nvoting results for each proposal are set forth below.\n\n \n\n**Proposal 1.**The stockholders approved, at the discretion of\nthe Company's Board of Directors (the “Board”), one or more reverse stock splits of the Company's issued and outstanding common\nstock, including common stock held by the Company as treasury shares, at any time prior to or on August 24, 2029, at a ratio ranging from\n1-for-2 to 1-for-900, provided that the aggregate effect of all such reverse stock splits will not exceed 1-for-900, by the following\nvote:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker Non-Votes**\n\n15,657,330\n \n55,377\n \n4\n \n0\n\n \n\n**Proposal 2.**The stockholders approved the reincorporation of\nthe Company from the State of Nevada to the State of Delaware by conversion pursuant to the Plan of Conversion by the following vote:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker Non-Votes**\n\n14,757,565\n \n16,707\n \n17\n \n938,422\n\n \n\n**Proposal 3.**The stockholders approved an amendment to the Company's\nArticles of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.0001 per share, from\n300,000,000 to 1,000,000,000 shares by the following vote:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker Non-Votes**\n\n15,619,194\n \n93,512\n \n5\n \n0\n\n \n\n**Proposal 4.**The stockholders elected the five director nominees\nlisted below to serve on the Board until the Company's 2027 Annual Meeting of Stockholders and until their respective successors are duly\nelected and qualified, by the following votes:\n\n \n\nName \nVotes For  \nVotes\n\nWithheld  \nBroker\n\nNon-Votes \n\nHok C Chan \n 14,770,898  \n 3,391  \n 938,422 \n\nPei Zhang \n 14,770,862  \n 3,427  \n 938,422 \n\nChung Ming Bruce Hui \n 14,770,867  \n 3,422  \n 938,422 \n\nAnthony Kwong \n 14,770,901  \n 3,388  \n 938,422 \n\nChristy Tarala \n 14,770,901  \n 3,388  \n 938,422 \n\n \n\nUpon the election and qualification of the foregoing nominees at the\nAnnual Meeting, Jimmy M. Wong’s term as a director of the Company expired. Mr. Wong was not nominated for re-election.\n\n \n\n1\n\n \n\n \n\n**Proposal 5.**The stockholders approved the adjournment of the\nAnnual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there were insufficient\nvotes to approve Proposals 1 through 4, by the following vote:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker Non-Votes**\n\n15,644,527\n \n68,180\n \n4\n \n0\n\n \n\nAlthough Proposal 5 was approved, adjournment\nof the Annual Meeting was not necessary because the stockholders approved Proposals 1 through 4. Stockholder approval of Proposals 2 and\n3 did not, by itself, effect the reincorporation or the increase in the Company’s authorized shares. As of the date of this Current\nReport on Form 8-K, neither action has become effective. The Company intends to implement the reincorporation and the increase in authorized\nshares following completion of the applicable filings and procedures and will separately disclose their effectiveness.\n\n \n\nNo other matters were presented for stockholder\napproval at the Annual Meeting."}