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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
Date of Report (Date of earliest event reported): April 23, 2025
| MASSIMO GROUP |
| (Exact name of registrant as specified in its charter) |
| Nevada | 001-41994 | 92-0790263 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
3101 W Miller Road Garland, TX |
75041 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 866-403-5272
| Not applicable |
| (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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | MAMO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company 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).
Emerging growth company ☒
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described below in Item 5.07 of this Current Report on Form 8-K, on April 23, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Massimo Group (the “Company”) approved Amendment No. 1 to the Massimo Group 2024 Equity Incentive Plan (the “Amendment”). The Amendment was adopted by the Company’s Board of Directors (the “Board”) and became effective on March 17, 2025 (the “Effective Date”), subject to approval by the stockholders at the Annual Meeting.
A description of the material terms of the Amendment is set forth in Proposal 3 contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2025. The above description of the Amendment is qualified in all respects by the full text of the Amendment, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting the Company’s stockholders voted on the matters described below.
| 1. | The Company’s stockholders elected five directors, each to serve until his/her successor is duly elected and qualified at the 2026 annual meeting of stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) abstained authority to vote for each director is summarized in the table below: |
| Director Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| David Shan | 32,307,450 | 901 | 200 | 493,441 | ||||
| Dr. Yunhao Chen | 32,307,346 | 1,005 | 200 | 493,441 | ||||
| Paolo Pietrogrand | 32,306,868 | 1,483 | 200 | 493,441 | ||||
| Ting Zhu | 32,307,346 | 1,005 | 200 | 493,441 | ||||
| Mark Sheffield | 32,307,450 | 901 | 200 | 493,441 |
| 2. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the ratification of the appointment of ZH CPA, LLC (“ZH CPA”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 32,795,463 | 1,683 | 4,846 | 0 |
| 3. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the approval of the Amendment. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 32,303,636 | 4,375 | 540 | 493,441 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit Number | Description | |
| 10.1 | Amendment No. 1 to the Massimo Group 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (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.
| Dated: April 24, 2025 | MASSIMO GROUP | |
| By: | /s/ David Shan | |
| Name: | David Shan | |
| Title: | Chief Executive Officer | |
|
|
Exhibit 10.1
AMENDMENT NO. 1
TO THE
MASSIMO GROUP
2024 EQUITY INCENTIVE PLAN
This Amendment No. 1 (this “Amendment”) to the Massimo Group Equity Incentive Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of Massimo Group, a Nevada corporation (the “Company”), effective as of March 17, 2025 (the “Amendment Effective Date”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
RECITALS
| A. | The Company currently maintains the Plan. |
| B. | Pursuant to Section 18(a) of the Plan, the Board may amend, alter, suspend, or terminate the Plan. |
| C. | Subject to the approval of the Company’s shareholders, the Board believes that it is in the best interests of the Company and its shareholders to amend the Plan to (i) increase the shares subject to the Plan and (ii) extend the term of the Plan. |
AMENDMENT
| 1. | Subject to the approval of the Company’s shareholders, effective as of the Amendment Effective Date, the first sentence of Section 4(a) of the Plan is hereby amended in its entirety to read as follows: |
“Subject to the provisions of Section 14, the maximum aggregate number of Shares that may be issued under the Plan is 4,000,000 (the “Plan Share Limit”).”
| 2. | Subject to the approval of the Company’s shareholders, effective as of the Amendment Effective Date, Section 4(b) of the Plan is hereby amended in its entirety to read as follows: |
“On the first day of each calendar year during the term of the Plan, commencing on January 1, 2026 and continuing until (and including) January 1, 2035, the number of Shares available under the Plan Share Limit shall automatically increase by a number equal to the lesser of (i) three percent (3%) of the total number of Shares issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (ii) a number of Shares determined by the Board.”
| 3. | Subject to the approval of the Company’s shareholders, effective as of the Amendment Effective Date, Section 24 of the Plan is hereby amended in its entirety to read as follows: |
“(a) The Plan shall be effective as of March 17, 2025, the date on which the Plan, as amended by Amendment No. 1 to the Plan, was adopted by the Board (the “Effective Date”).
(b) Unless terminated earlier under Section 18, this Plan shall terminate on March 17, 2035, ten years after the Effective Date.”
This Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated in and forms a part of the Plan, subject to the approval of the Company’s shareholders. Unless and until the Company’s stockholders approve this Amendment, this Amendment shall be of no force or effect.
Except as specifically set forth in this Amendment, there are no other amendments to the Plan, and the Plan shall remain in full force and effect.