FOXX Foxx Development Holdings Inc. - 8-K

Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Foxx Development Holdings Inc. (the “Company”)
held its annual meeting of stockholders (the “Annual Meeting”) on December 22, 2025. At the Annual Meeting, the stockholders
approved (x) a proposal to elect five directors to serve until the annual meeting of stockholders of the Company to be held in 2026 and
until the successors are elected and qualified; (y) a proposal to approve and ratify the appointment of CBIZ CPAs P.C. as the independent
registered public accounting firm of the Company for the fiscal year ending June 30, 2026; and (z) a proposal to approve an amendment
to the Company's Amended and Restated Certificate of Incorporation as set forth in the Proxy Statements (as defined below) relating to
the Annual Meeting.

Previously, as disclosed in the definitive proxy
statement on Schedule 14A (the “Proxy Statements”) relating the Annual Meeting, Ms. Yiqing Miao, an independent director of
the Company, notified the Company on November 20, 2025 of her intent to step down as the director of the Company upon the nomination
and election of a successor at the Annual Meeting.

On December 22, 2025, as disclosed below, upon the election of Michelle
Jie Shen as the director of the Company, Ms. Miao’s service as the director of the Company automatically terminated. There was no
disagreement between Ms. Miao and the Company on any matter relating to the Company’s operations, policies or practices.

In Ms. Miao’s place, Ms. Shen will take office as the director
of the Company on December 22, 2025. M. Shen will succeed Ms. Miao and assume the positions as the chair of the audit committee of the Company
and members of the nomination and compensation committees of the Company on December 22, 2025. Ms. Shen has been determined to qualifies as an “audit committee financial expert” within the meaning of SEC regulations and
meets the financial sophistication requirements of the Nasdaq Stock Market rules.

Ms. Michelle Jie Shen brings to the Board
more than 2 decades of financial management experience. Currently, Ms. Shen serves as Finance Business Partner, Ultrasound North America
Region at Philips (Euronext Amsterdam: PHIA; NYSE: PHG), the global health technology and consumer electronics company headquartered
in the Netherlands, a position she has held since April 2025. Ms. Shen served in various roles at Philip’s Boston office, Shanghai
office, and the headquarters in the Netherlands. She rejoined Philips in 2012, first serving as Director of Accounting Operations, Greater
China from 2012 to 2016, and then taking Finance Business Partner roles in various Health Tech businesses in Philips, both in China and
in the Netherlands. Earlier in her career, Ms. Shen served in various roles at the China headquarter and joint ventures for SPX Corporation
(NYSE: SPXC), a leading American engineering manufacturer, from 2008 to 2012, including as Chief Financial Officer of the SPX’s
joint venture with Shanghai Electric, a leading power generation company, and as Finance Director of SPX’s Asia Pacific businesses.
Ms. Shen started her career at Philips in 2000 where she worked in various functions in the Greater China finance department until 2008,
mainly in Consumer Electronics industry. Ms. Shen received her Master’s Degree in Accounting and Finance in 2000, and her Bachelor’s
Degree in Business English, both from the Shanghai University of Finance and Economics.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.

At the Annual Meeting, the stockholders of the Company approved the
proposal to amend Company’s amended and restated certificate of incorporation (the “Charter”) to amend Article
X of the Charter concerning the renunciation of corporate opportunities doctrine under the laws of the State of Delaware.

Upon the stockholders’ approval, on December 29, 2025, the Company
filed a certificate of amendment to the Charter which became effective upon filing. A copy of the certificate of amendment to the Charter
is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On the record date of November 28, 2025, there were 6,962,811 shares
of common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the holders of a total of 5,090,650
shares of common stock were present in person or by proxy. Shareholders voted as follows on the matters presented for a vote.

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1.  Election of Directors

At the Annual Meeting, the vote on the proposal to elect five directors
to serve until the annual meeting of stockholders of the Company to be held in 2026 and until the successors are elected and qualified,
was as follows:

For

Against

Abstain

Joy Yi Hua

5,076,809

5,109

8,732

Haitao Cui

5,084,138

4,961

1,551

Michelle Jie Shen

5,081,507

412

8,731

Edmund R. Miller

5,081,657

260

8,733

John Chiang

5,081,908

260

8,482

2.  Appointment of CBIZ
CPAs P.C. as the Independent Registered Public Accounting Firm

At the Meeting, the vote on the proposal to approve and ratify the
appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending June 30,
2026, was as follows:

For

Against

Abstain

5,081,899

270

8,481

3.  Approval of the Amendment
to the Amended and Restated Certificate of Incorporation

At the Meeting, the vote on the proposal to approve an amendment to
the Company's Amended and Restated Certificate of Incorporation as set forth in the proxy statements relating to the Annual Meeting, was
as follows:

For

Against

Abstain

5,081,899

270

8,481

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated December 29, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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