NextPlat (NASDAQ:NXPL) held a 2026 Special Meeting of Stockholders to vote on an amendment to its amended and restated articles of incorporation that would give the company’s board discretion to implement one or more reverse stock splits of its issued and outstanding common stock.
David Phipps, Chief Executive Officer, chaired the virtual meeting. He was joined on the call by Amanda Ferrio, Chief Financial Officer, and Robert Bedwell, Chief Compliance Officer and Secretary, who served as secretary of the meeting.
Proposed reverse stock split amendment
The authorized reverse split ratio range would be from 1-for-5 to 1-for-50. The company stated that the aggregate reverse splits would not exceed 1-for-50. The exact ratio within the approved range would be determined by the board or any delegated authorized persons.
Meeting process and quorum
Bedwell reported that the notice of the special meeting, the proxy statement, and the proxy were made available by mail or electronic delivery to all stockholders of record on or about March 16, 2026.
Jim Ray of American Election Services participated virtually and served as Inspector of Elections. Bedwell said Ray signed an oath swearing to execute his duties with strict impartiality. The Inspector of Election reported that holders of record representing a majority in voting interest of the company’s outstanding shares eligible to vote were represented in person or by proxy, constituting a quorum for the transaction of business.
Company officials also noted that there would be no time allotted for shareholder questions and that the meeting would follow an agenda and rules of conduct available on the virtual meeting portal, where a link to the proxy statement was also provided.
Items put to a vote
According to the proxy materials referenced during the meeting, shareholders were asked to vote on two proposals:
- Proposal 1: Approve the amendment to authorize one or more reverse stock splits prior to March 27, 2028, at a ratio of 1-for-5 to 1-for-50, with aggregate splits not to exceed 1-for-50, and the final ratio to be set by the board or delegated authorized persons.
- Proposal 2: Authorize adjournment of the special meeting, if necessary, to solicit additional proxies in the event there were insufficient votes in favor of Proposal 1.
The polls were opened for 30 seconds for stockholders who wished to vote during the meeting, with instructions provided for accessing the voting website using the same control number used to enter the meeting. The company also noted that stockholders who had already submitted a proxy did not need to complete a ballot to vote.
Vote outcome and next steps
After the polls closed and votes were tabulated, Bedwell delivered the Inspector of Election’s preliminary report. He said a majority of the holders present in person or represented by proxy and entitled to vote voted in favor of Proposal 1.
Because Proposal 1 received sufficient support, Bedwell said the adjournment contemplated by Proposal 2 would not be necessary. The company stated that final results of the meeting would be disclosed in a current report on Form 8-K to be filed within four business days of the meeting.
Phipps concluded the meeting after directing the secretary to file the Inspector’s report as part of the meeting proceedings and to prepare official minutes. He thanked attendees and said the company looked forward to seeing shareholders at its annual meeting later in the year.
About NextPlat (NASDAQ:NXPL)
NextPlat Corp operates as a healthcare and e-commerce company in Europe, North America, South America, the Asia and Pacific, and Africa. The company operates full-service retail specialty services pharmacies that provides prescription pharmaceuticals prescription pharmaceuticals, third-party administration, risk and data management services, compounded medications, tele-pharmacy services, anti-retroviral medications, medication therapy management, contracted pharmacy services, and health practice risk management to healthcare organizations and providers, as well as supplies prescription medications to long-term care facilities.
