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Get filing alertsSharonAI shareholders approve 1.2M share increase to 2025 equity plan and annual auto-increases
Filed August 28, 2026 · Period ending August 27, 2026 · ~1 min read
Key Changes
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Stockholders approved a Second Amendment to the 2025 Omnibus Equity Incentive Plan, adding 1,200,000 Class A ordinary shares to the plan's available pool.
Item 5.02 verify on EDGAR → -
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The amendment also introduces automatic annual increases to the plan's share pool each January 1 from 2027 through the end of the plan's initial ten-year term.
Item 5.02 verify on EDGAR → -
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The equity plan amendment passed with 34,988,378 votes for, 1,259,037 against, and 405 abstentions, with 2,893,149 broker non-votes.
Item 5.07 verify on EDGAR → -
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Shareholders approved the issuance of Class A shares upon exercise of certain pre-funded warrants, as required by Nasdaq Listing Rule 5635(b), with 32,434,599 votes for.
Item 5.07 verify on EDGAR → -
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Alastair Cairns and Benjamin Adams were elected as Class I directors to serve until the 2029 annual meeting, with minimal opposition.
Item 5.07 verify on EDGAR →
Summary
SharonAI Holdings held its 2026 annual meeting on August 27, 2026, where stockholders approved all four proposals. The most significant item was the Second Amendment to the company's 2025 Omnibus Equity Incentive Plan, which increases the number of Class A ordinary shares available for issuance by 1,200,000 shares and adds automatic annual increases beginning January 1, 2027.
This expands the pool of shares that can be used for future equity awards to employees and others, potentially diluting existing shareholders over time. Stockholders also ratified HoganTaylor LLP as the company's independent auditor for the year ending December 31, 2026, and elected Alastair Cairns and Benjamin Adams as Class I directors to serve until the 2029 annual meeting.
Additionally, shareholders approved the issuance of Class A shares upon exercise of certain pre-funded warrants, as required by Nasdaq Listing Rule 5635(b). The voting results show strong support for all proposals, with the equity plan amendment receiving approximately 96.5% of votes cast in favor. The company's Class A common stock capital structure (full multi-class details, if any, are in the charter exhibit / prospectus — not disclosed in this filing body) gives Class B Super Common Stock holders 160 votes per share, compared to one vote per share for Class A holders, which concentrates voting power among Class B holders. No red flags were identified in the filing.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Stockholders approved a 1.2M share increase to the 2025 equity plan plus automatic annual increases starting 2027.
Added in current filing · verify on EDGAR →
stockholders approved the Second Amendment to the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”) to (i) increase the number of shares of Class A Ordinary Common Stock available for issuance under the Plan by 1,200,000 shares and (ii) provide that the number of shares of Class A Ordinary Common Stock available for issuance under the Plan will automatically increase on the first day of each calendar year beginning with January 1, 2027 and ending with the last January 1 during the initial ten-year term of the Plan
The 8-K discloses that stockholders approved an amendment to the company's 2025 equity incentive plan. The amendment adds 1,200,000 Class A ordinary shares to the plan's available pool and introduces automatic annual increases each January 1 from 2027 through the end of the plan's initial ten-year term. This expands the shares available for future equity awards to employees and others.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
SharonAI Holdings held its 2026 annual meeting; all four proposals passed, including auditor ratification and two director elections.
Added in current filing · verify on EDGAR →
As of the close of business on July 2, 2026 (the “Record Date”), there were 35,268,686 shares of our Class A Ordinary Common Stock, each entitled to one vote per share, and 136,341 shares of our Class B Super Common Stock, each entitled to 160 votes per share, outstanding
The filing discloses the share counts and voting power as of the record date. Class A shares have one vote each, while Class B shares have 160 votes each, giving Class B holders outsized influence relative to their economic ownership.
Added in current filing · verify on EDGAR →
32,434,599 | 7,903 | 1,407 | 2,893,149
Shareholders approved the issuance of Class A shares upon exercise of certain pre-funded warrants, as required by Nasdaq Listing Rule 5635(b). The vote was 32,434,599 for, 7,903 against, and 1,407 abstentions.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
39,122,627 | 15,923 | 2,419 | 0
HoganTaylor LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026. The vote was overwhelmingly in favor, with 39,122,627 votes for, 15,923 against, and 2,419 abstentions.
Added in current filing · verify on EDGAR →
Alastair Cairns | 35,316,798 | 29,601 | 901,421 | 2,893,149 | Benjamin Adams | 36,245,431 | 1,123 | 1,266 | 2,893,149
Both director nominees were elected to serve until the 2029 annual meeting. Alastair Cairns received 35,316,798 votes for and Benjamin Adams received 36,245,431 votes for, with minimal opposition.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 31, 2026 · How we verify