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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):
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 |
| |
|