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Standard Finance (SPFX) shareholders back directors, pay and charter change

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Standard Finance Holdings, Inc. reported the results of its annual shareholder meeting held on June 12, 2026. As of the April 13, 2026 record date, 2,930,698 shares of common stock and 166,000 shares of preferred stock, for a total of 3,096,698 shares, were entitled to vote.

Shareholders elected three directors — William Koppelmann, Mark Kutner, MD, and Scott Howell, MD — each receiving 2,009,915 votes for and no votes withheld. They also approved, on an advisory basis, executive compensation, with 1,949,450 votes for and 60,465 abstentions.

Investors chose a frequency of three years for future advisory votes on executive pay, with 1,250,939 votes supporting the three-year option. Shareholders further approved amending the Articles of Incorporation to remove the requirement that the Board of Directors have 11 members, with 1,723,167 votes for and 286,748 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 3,096,698 shares Total voting power as of April 13, 2026 record date
Common shares entitled to vote 2,930,698 shares Common stock outstanding as of April 13, 2026
Preferred shares entitled to vote 166,000 shares Preferred stock entitled to vote as of April 13, 2026
Votes for each director nominee 2,009,915 votes Support for Koppelmann, Kutner, and Howell in director elections
Votes for executive compensation 1,949,450 votes Advisory approval of named executive officer pay
Abstentions on executive compensation 60,465 votes Abstaining votes on advisory pay resolution
Votes for three-year pay vote frequency 1,250,939 votes Support for three-year say-on-pay schedule
Votes for charter amendment 1,723,167 votes Support to remove 11-member Board requirement
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
advisory basis financial
"Shareholders approved, on an advisory basis, the Company’s compensation"
broker non-votes regulatory
"There were no abstentions or broker non-votes."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Articles of Incorporation regulatory
"Authorization to amend the Articles of Incorporation to remove a provision"
A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.
record date financial
"As of the Record Date of April 13, 2026, there were 2,930,698 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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Learn about SEC filing dates
false 0001807893 0001807893 2026-06-12 2026-06-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 
 

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): June 12, 2026

 

STANDARD PREMIUM FINANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

  

Florida 000-56243 81-2624094
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

13590 SW 134th Avenue, Suite 214, Miami, FL 33186

(Address of Principal Executive Office) (Zip Code)

 

305-232-2752

(Registrant’s telephone number, including area code)

 

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: None

  

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 checkmark 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.

 

The annual meeting of shareholders of Standard Premium Finance Holdings, Inc. (the “Company”) was held on June 12, 2026. As of the Record Date of April 13, 2026, there were 2,930,698 shares of common stock outstanding and 166,000 shares of preferred stock, for a total of 3,096,698 shares entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

 

Proposal 1 – Election of Directors

 

Shareholders approved the election of three directors to serve as directors for a three-year term to expire at the 2029 Annual Meeting. The voting results for this proposal are as follows:

 

Nominee  Votes For   Votes Withheld 
William Koppelmann   2,009,915     
Mark Kutner, MD   2,009,915     
Scott Howell, MD   2,009,915     

 

There were no abstentions or broker non-votes.

 

Proposal 2 – Advisory resolution to approve executive compensation

 

Shareholders approved, on an advisory basis, the Company’s compensation of its named executive officers, as disclosed in the 2026 Annual Meeting Proxy Statement. The voting results for this proposal are as follows:

 

Votes For   Votes Against   Abstain 
 1,949,450        60,465 

 

There were no broker non-votes.

 

Proposal 3 – Desired frequency of the non-binding advisory vote to approve executive compensation

 

Shareholders approved a frequency of three years regarding the frequency of future advisory votes on named executive officer compensation. The voting results for this proposal are as follows:

 

Three Years   Two Years   One Year 
 1,250,939    418,713    340,263 

 

There were no abstentions or broker non-votes.

 

Proposal 4 – Authorization to amend the Articles of Incorporation to remove a provision which requires that the Company have eleven members on the Board of Directors

 

Shareholders approved the amendment of the Articles of Incorporation to remove a provision which requires that the Company have 11 members on the Board of Directors. The voting results for this proposal are as follows:

 

Votes For   Votes Against   Abstain 
 1,723,167        286,748 

 

There were no broker non-votes.

 

 

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.

 

  STANDARD PREMIUM FINANCE HOLDINGS, INC.
     
     
Dated:  June 16, 2026 By:   /s/ William J. Koppelmann
    William J. Koppelmann
Chairman and Chief Executive Officer
   

 

 

 

 

 

 

FAQ

What did SPFX shareholders vote on at the June 2026 annual meeting?

Shareholders voted on electing three directors, approving executive compensation on an advisory basis, setting the frequency of future pay votes, and amending the Articles of Incorporation to remove a fixed 11‑member board size requirement.

How many Standard Finance (SPFX) shares were entitled to vote at the 2026 meeting?

A total of 3,096,698 shares were entitled to vote, consisting of 2,930,698 shares of common stock and 166,000 shares of preferred stock as of the April 13, 2026 record date for the annual meeting.

Were Standard Finance’s executive compensation practices approved by shareholders?

Yes. Shareholders approved the company’s named executive officer compensation on an advisory basis, with 1,949,450 votes for the proposal and 60,465 abstentions. There were no broker non‑votes reported for this compensation advisory vote.

What frequency did SPFX shareholders choose for say-on-pay votes?

Shareholders favored holding advisory votes on executive compensation every three years. The three‑year option received 1,250,939 votes, compared with 418,713 votes for two years and 340,263 votes for a one‑year frequency at the annual meeting.

Did Standard Finance shareholders approve changes to the Board structure?

Yes. Shareholders approved amending the Articles of Incorporation to remove a provision requiring 11 Board members, with 1,723,167 votes for and 286,748 abstentions, allowing the company greater flexibility in determining Board size going forward.

Who was elected to Standard Finance’s Board of Directors in 2026?

William Koppelmann, Mark Kutner, MD, and Scott Howell, MD were elected to three‑year terms expiring at the 2029 annual meeting, each receiving 2,009,915 votes for and no votes withheld in the director election proposal.

Filing Exhibits & Attachments

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