Smartbird shareholders elected Daniel Kasun and Elizabeth Mora as Class II directors through the 2029 annual meeting and approved four other ballot proposals at the company’s September 30, 2026 annual meeting. The votes covered an equity-plan share increase, a convertible-note share issuance, auditor ratification and possible adjournments.
What shareholders decided
Smartbird’s Form 8-K reports six individual vote tallies across five ballot matters: two director seats and four proposals. The board recommended voting for each matter, according to the definitive proxy statement.
| Matter | For | Against or withheld | Abstained | Result |
|---|---|---|---|---|
| Daniel Kasun, Class II director | 24,767,216 | 35,207 withheld | Not separately listed | Elected; term through 2029 annual meeting |
| Elizabeth Mora, Class II director | 24,766,024 | 36,399 withheld | Not separately listed | Elected; term through 2029 annual meeting |
| Amend 2021 Equity Incentive Plan to increase authorized shares | 18,378,187 | 946,000 against | 5,478,236 | Approved |
| Approve issuance of more than 19.99% of Class A common stock upon conversion of certain Convertible Notes | 24,725,914 | 72,874 against | 3,635 | Approved |
| Ratify BPM LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 | 27,601,747 | 92,479 against | 305,413 | Approved |
| Authorize one or more adjournments, if needed to solicit additional proxies | 26,605,116 | 1,352,622 against | 41,901 | Approved |
The election tallies use “withheld,” the category reported in the filing; it should not be read as an “against” vote. The filing reports vote counts, not percentages, and the figures alone do not establish turnout.
Who was elected to Smartbird’s board?
Shareholders elected Daniel Kasun and Elizabeth Mora as Class II directors. Kasun received 24,767,216 votes for and 35,207 withheld; Mora received 24,766,024 for and 36,399 withheld. Both are to serve until the 2029 annual meeting.
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The proxy statement specified a plurality standard for director elections. That is a different standard and voting category from the other four proposals, which were reported as for, against and abstained.
What did the four approved proposals cover?
More shares authorized under the 2021 Equity Incentive Plan
The amendment increases the number of shares authorized for issuance under Smartbird’s 2021 Equity Incentive Plan. It passed with 18,378,187 votes for, 946,000 against and 5,478,236 abstentions. The vote establishes approval of the amendment; it does not show how many shares will ultimately be issued or how the expanded authorization will be used.
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Class A shares upon conversion of certain Convertible Notes
Shareholders approved issuance of more than 19.99% of Smartbird’s Class A common stock upon conversion of certain Convertible Notes, for purposes of Nasdaq Listing Rule 5635(d). The proposal received 24,725,914 votes for, 72,874 against and 3,635 abstentions. The result does not quantify eventual dilution from any conversion.
Auditor ratification
Shareholders ratified BPM LLP as Smartbird’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 27,601,747 for, 92,479 against and 305,413 abstentions.
Potential adjournments to seek proxies
The final proposal authorized one or more adjournments of the meeting if needed to solicit additional proxies. It passed with 26,605,116 votes for, 1,352,622 against and 41,901 abstentions.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How the proposal votes were counted
For the four non-election proposals, the proxy statement said approval required a majority of voting power present virtually or represented by proxy and voting affirmatively or negatively. Abstentions and broker non-votes were excluded from that calculation. Director elections instead used a plurality standard. These differing standards are why the reported director “withheld” figures should not be treated as the same kind of vote as “against” on a proposal.
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Sources: Smartbird’s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission; and the definitive proxy statement for the September 30, 2026 meeting.
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