PTRN Pattern Group Inc. - 8-K

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

The Pattern Group Inc. (the “Company”) Annual Meeting of Stockholders (“Annual Meeting”) was held on May 15, 2026. There were 155,063,921 shares of Series A common stock (entitled to one vote per share) and 21,702,510 shares of Series B common stock (entitled to 20 votes per share) outstanding and entitled to vote at the Annual Meeting, of which 132,951,619 shares of Series A common stock and 21,702,510 shares of Series B common stock were presented in person, by remote communication, or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which are described in detail in the Proxy Statement.

Proposal 1 – Election of Directors

The election of the individuals named below as members of the Board of Directors, to serve for a term of three years ending at the 2029 annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal, was approved by the following vote:

Name

For

Withheld

Broker Non-Votes

Scott Hilton

547,477,098

6,160,366

13,364,355

Ann Mather

551,390,382

2,247,082

13,364,355

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

566,940,619

35,843

25,357

0

Proposal 3 – Say on Pay Vote

The approval, on an advisory (non-binding) basis, of the compensation paid by the Company to its named executive officers (the “Say on Pay Vote”), was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

553,516,618

95,519

25,327

13,364,355

Proposal 4 – Say on Frequency Vote

The stockholders approved the Board’s recommendation of “every year” in the non-binding advisory vote on the frequency of future Say on Pay Votes (the “Say on Frequency Vote”), by voting as follows:

Every Year

Every Two Years

Every Three Years

Abstain

Broker Non-Votes

553,466,608

24,136

134,377

12,343

13,364,355