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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): |
June 12, 2025 |
(Exact name of registrant as specified in its charter)
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| Delaware |
001-35210 |
54-1708481 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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295 Madison Ave, 12th Fl |
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New York, NY |
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10017 |
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(Zip Code) |
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| Registrant’s telephone number, including area code: |
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(212) 235-2691 |
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
VATE |
New York Stock Exchange |
Preferred Stock Purchase Rights |
N/A |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 12, 2025. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
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| Proposal 1: |
Election of Directors |
The stockholders voted to elect the following four nominees as members of the Board of Directors of the Company, each to hold office until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The results of the vote were as follows:
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| Director Name |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
| Avram A. Glazer |
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8,857,180 |
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98,198 |
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6,567 |
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— |
| Warren H. Gfeller |
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8,803,101 |
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153,637 |
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5,207 |
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— |
| Brian S. Goldstein |
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8,876,050 |
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75,392 |
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10,503 |
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— |
| Amy M. Wilkinson |
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8,879,076 |
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72,096 |
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10,773 |
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— |
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| Proposal 2: |
Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers (“Say on Pay Vote”) |
The stockholders voted to approve the non-binding, advisory proposal on the compensation of the Company’s named executive officers. The results of the vote were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 8,651,492 |
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113,777 |
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196,676 |
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— |
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| Proposal 3: |
Approval, on a non-binding, advisory basis, whether the Say on Pay Vote should be held every one, two or three years (the “Say on Frequency Vote”) |
The stockholders voted on a non-binding, advisory basis to have the Company hold Say on Pay Votes every ONE YEAR. The results of the vote were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 8,784,603 |
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13,150 |
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153,787 |
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10,405 |
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| Proposal 4: |
Ratification of the appointment of BDO USA, P.C., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. |
The stockholders voted to ratify the appointment of BDO USA, P.C., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 10,704,242 |
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56,756 |
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910 |
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0 |
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| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 12, 2025
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INNOVATE Corp. (Registrant) |
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By: |
/s/ Michael J. Sena |
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Name: Michael J. Sena |
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Title: Chief Financial Officer |
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