Venu Holding Corporation shareholders approved an amendment to the company's 2023 Omnibus Incentive Compensation Plan on September 23, 2026, raising the share reserve for equity awards from 7,500,000 to 10,000,000 shares of common stock. The amendment, which the board of directors had previously approved on July 13, 2026, became effective immediately upon receiving the requisite shareholder vote at the company's 2026 Annual Meeting of Shareholders.
The annual meeting was held virtually via live video webcast, with holders of common stock representing 37,237,129 votes present in person or by proxy. This attendance represented 63.25% of the 58,869,339 shares of common stock entitled to vote as of the July 27, 2026 record date, establishing a quorum for the transaction of business.
| Proposal | Votes For | Votes Against/Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Incentive Plan Amendment | Data not specified in source excerpt | Data not specified in source excerpt | Data not specified in source excerpt | Data not specified in source excerpt |
Alongside the incentive plan amendment, shareholders voted on three additional proposals. The first proposal involved the election of seven directors to the board. Shareholders elected all seven nominees: JW Roth, Steve Cominsky, David Lavigne, Mitchell Roth, Thomas Finke, Ronald Bension, and Jamie Gronowski. Each director is set to serve until the next annual meeting or until a successor is duly elected and qualified.
The second proposal concerned the potential issuance of 20% or more of the company's outstanding common stock as of July 31, 2026. This issuance is connected to a debt-financing transaction with YA II PN, Ltd., pursuant to a Securities Purchase Agreement entered into on July 31, 2026. The shares could become issuable if Venu defaults under the agreement or the associated Senior Secured Convertible Debentures and warrants. Shareholders approved this proposal in accordance with NYSE American Company Guide Section 713. The vote tallies for this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 33,437,767 | 3,328,656 | 421,116 | 49,590 |
The fourth proposal sought shareholder ratification of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Specific vote counts for this proposal and the incentive plan amendment were not provided in the filing.
The company filed a definitive proxy statement with the Securities and Exchange Commission on August 21, 2026, detailing the material terms of the incentive plan and the purpose of the amendment. The full text of the Amended and Restated Incentive Plan is filed as Exhibit 10.1 to the Form 8-K current report.