UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.07. Submission of Matters to a Vote of Security Holders.
On June 15, 2026, Upexi, Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). The following matters were submitted to a vote of the Company's shareholders at the Annual Meeting, and the voting results were as follows:
Proposal 1 — Election of Directors
Stockholders elected all of the Company’s nominees for director for one-year terms expiring at the next annual meeting of stockholders. The voting results were as follows:
Nominee |
| Votes For |
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| % For |
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| Votes Withheld |
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| % Withheld |
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Allan Marshall |
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| 8,393,207 |
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| 91.78 | % |
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| 751,336 |
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| 8.22 | % |
Andrew J. Norstrud |
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| 8,498,007 |
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| 92.93 | % |
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| 646,536 |
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| 7.07 | % |
Gene Salkind |
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| 8,264,749 |
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| 90.38 | % |
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| 879,794 |
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| 9.62 | % |
Lawrence Dugan |
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| 8,244,570 |
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| 90.16 | % |
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| 899,973 |
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| 9.84 | % |
Thomas Williams |
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| 8,261,085 |
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| 90.34 | % |
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| 883,458 |
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| 9.66 | % |
Each of the foregoing nominees received a plurality of the votes cast and was duly elected as a director of the Company.
Proposal 2 — Ratification of Independent Registered Public Accounting Firm
The shareholders ratified the appointment of GBQ Partners LLC as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026. The votes cast were as follows:
Votes For |
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| Votes Against |
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| Abstentions |
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| 28,687,393 |
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| 299,821 |
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| 226,935 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| 2 |
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.
| UPEXI, INC. |
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Dated: June 16, 2026 |
| /s/ Andrew J. Norstrud |
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| Name: Andrew J. Norstrud |
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| Title: Chief Financial Officer |
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