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Miami International (MIAX) adds director Jill Sommers as Lee Becker plans exit

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Miami International Holdings, Inc. reported board changes tied to its 2026 Annual Meeting. On March 24, 2026, director Lee Becker informed the board that he will not stand for reelection, and will continue serving until his current term ends at the Annual Meeting.

Also on March 24, 2026, upon recommendation of its Nominating and Corporate Governance Committee, the board elected Jill E. Sommers as a director effective March 25, 2026, to serve until the 2026 Annual Meeting or until a successor is elected and qualified. She has no disclosed related-party transactions or family relationships with directors or executives and will be compensated like other non-employee directors.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Understanding 8-K Material Events →
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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): March 24, 2026
________________________________________
Miami International Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________

Delaware001-4280526-1482385
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
7 Roszel Road, Suite 1A
Princeton, New Jersey 08540
(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (609) 897-7300

N/A
(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:
 
 ☐
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, $0.001 par value per shareMIAXNew York Stock Exchange

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.
(a) On March 24, 2026, Lee Becker informed the board of directors (the “Board”) of Miami International Holdings, Inc. (the “Company”) that he does not intend to stand for reelection at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Becker’s decision not to stand for reelection was not the result of any disagreement with the Company’s operations, policies or practices. Mr. Becker will remain a member of the Board until the Annual Meeting, at which time his current term will expire.

The Board thanked Mr. Becker for his service and contributions to the Company.

(d) Also on March 24, 2026, the Board of the Company, upon recommendation from the Nominating and Corporate Governance Committee of the Board, elected Jill E. Sommers as a director to the Board to fill an existing vacancy, effective as of March 25, 2026, until the Annual Meeting of Stockholders to be held in 2026 or until her successor has been duly elected and qualified or until her earlier death, resignation or removal. Ms. Sommers has not been appointed to serve on any committees of the Board.
Ms. Sommers will be compensated in the same manner as the Company’s other non-employee directors. Ms. Sommers has no family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Ms. Sommers and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Sommers and any other persons pursuant to which she was elected as a director.
Ms. Sommers has entered into an indemnification agreement with the Company, a form of which was filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Ms. Sommers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as a director of the Company.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 26, 2026
Miami International Holdings, Inc.

By: /s/ Thomas P. Gallagher
Thomas P. Gallagher
Chairman and Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did Miami International Holdings (MIAX) disclose in this 8-K?

Miami International Holdings disclosed that director Lee Becker will not stand for reelection at the 2026 Annual Meeting, and that Jill E. Sommers has been elected to the board effective March 25, 2026, to serve until that meeting or until a successor is chosen.

Why is Miami International Holdings director Lee Becker leaving the board?

Lee Becker informed the board on March 24, 2026 that he does not intend to stand for reelection at the 2026 Annual Meeting. The company stated his decision was not due to any disagreement with its operations, policies, or practices and thanked him for his service.

Who is the new director appointed to Miami International Holdings (MIAX) board?

The board elected Jill E. Sommers as a director effective March 25, 2026, filling an existing vacancy. She will serve until the 2026 Annual Meeting or until her successor is duly elected and qualified, and she will be compensated like other non-employee directors of the company.

Will Jill E. Sommers serve on any Miami International Holdings board committees?

Miami International Holdings reported that Jill E. Sommers has not been appointed to serve on any board committees at this time. She was elected to fill an existing vacancy on the board and will serve as a non-employee director under the company’s standard compensation framework.

What indemnification protections does Miami International Holdings provide to Jill E. Sommers?

Jill E. Sommers entered into an indemnification agreement with the company, based on a form previously filed as an exhibit to its Form S-1. Under that agreement, the company may indemnify her for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts related to her board service.

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