Nixxy Holds Annual Shareholder Meeting, Puts Directors, Auditor and 2025 Equity Plan to Vote

Nixxy (NASDAQ:NIXX) held its annual meeting of shareholders at 11:00 a.m. Eastern Time, with Chief Executive Officer Mike Schmidt presiding and Chief Financial Officer Julia Yu serving as secretary of the meeting.

Schmidt said the meeting was conducted pursuant to a notice of annual meeting that was sent to shareholders “on or about November 24, 2025,” in accordance with the company’s bylaws. He added that the board of directors set Nov. 5, 2025, as the record date for the meeting, with only shareholders of record as of the close of business on that date eligible to vote.

Schmidt also stated that a quorum was present, noting that at least a majority of the company’s voting shares were represented at the meeting. With that, he declared the polls open and reminded attendees that shares previously voted by proxy card, internet, or telephone would be counted accordingly.

Meeting officials and process

Schmidt identified Max Lindenfeld of Pearl Cohen Zedek Latzer Barats LLP as the inspector of election for the meeting. Yu was appointed secretary to record resolutions adopted during the session.

After the four proposals were presented and the opportunity for discussion was offered for each item, Schmidt closed discussion when no comments were raised and directed shareholders to cast ballots.

Proposal 1: Election of six directors

The first proposal presented at the meeting was the election of six directors to serve until the next annual meeting of shareholders or until successors are duly elected and qualified. Schmidt said the board nominated the following individuals:

  • Lillian Mbeki
  • Elsa Sohn
  • David Kratochvil
  • Evan Sohn
  • Mike Schmidt
  • Miles Jennings

Schmidt asked if there was any discussion, then closed discussion and moved to the shareholder vote.

Proposal 2: Auditor ratification

The second proposal asked shareholders to ratify the appointment of HTL International LLC as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2025. Schmidt requested discussion, then closed it and proceeded to voting.

Proposals 3 and 4: Equity plan and potential adjournment

The third item of business was a proposal to approve the company’s 2025 Equity Incentive Plan. As with prior proposals, Schmidt asked for discussion and then instructed shareholders to vote.

The fourth and final proposal sought approval to adjourn or postpone the annual meeting, if necessary, to solicit additional proxies in the event there were not sufficient votes to approve proposals one, two, or three. Schmidt again called for discussion, then moved to voting.

Next steps and SEC filing

With no other agenda items, Schmidt adjourned the meeting subject to receipt of the inspector’s report and declared the polls closed. He said the company would furnish a written report of the final vote count, which would be included in the meeting minutes and filed with the Securities and Exchange Commission on a Form 8-K.

Schmidt thanked shareholders for their continued support and concluded the meeting.

About Nixxy (NASDAQ:NIXX)

Nixxy Inc operates an on-demand recruiting platform which aims to deliver the right talent to both small and large businesses. It provides employers access to independent recruiters and utilizes an innovative web platform, with integrated AI-driven candidate to job matching and video screening software to source qualified talent. Nixxy Inc, formerly known as Recruiter.com Group Inc, is based in Bristol, CT.

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