SMSI Smith Micro Software, Inc. - 8-K

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

On May 26, 2026, the stockholders of Smith Micro Software, Inc. (the “Company”) approved a proposal at an annual meeting of stockholders (the “Annual Meeting”) to amend the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s Common Stock, par value $0.001 per share (the Company’s “Common Stock”), at a ratio between one-for-three (1:3) and one-for-ten (1:10), without reducing the authorized number of shares of Common Stock. On May 26, 2026, a Special Committee of the Company’s Board of Directors approved a final reverse stock split ratio of one-for-five (1:5). Following such approval, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m., Eastern Time on June 4, 2026.

As a result of the reverse stock split, every five shares of the Company’s Common Stock, whether issued and outstanding or held by the Company as treasury stock, will automatically be combined and converted (without any further act) into one share of fully paid and nonassessable share of Company Common Stock. No fractional shares will be issued in connection with the reverse stock split. Each fractional share of Common Stock that would otherwise be issued as a result of the reverse stock split will be rounded up to the nearest whole share of Common Stock.

The new CUSIP number for the Company’s Common Stock following the reverse stock split is 832154504. The Company’s Common Stock will open for trading under the new CUSIP number on the Nasdaq Capital Market on June 5, 2026 on a split-adjusted basis under the current ticker symbol “SMSI.”

The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1(a) and is incorporated herein by reference.

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

(a) The Company held its annual meeting of stockholders on May 26, 2026.

(b) Eight (8) proposals were submitted by the Company’s Board of Directors (the “Board”) to a vote of Company stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.

Proposal No. 1: Stockholders elected two directors to the Company’s Board of Directors to hold office until the Company’s 2029 annual meeting of stockholders or until their successors are duly elected and qualified. The votes on this proposal were as follows:

Name of Nominee

For

Withheld

Broker Non Vote

Timothy C. Huffmyer

11,728,892

245,431

4,964,913

William W. Smith, Jr.

11,418,873

555,450

4,964,913

Proposal No. 2: Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The votes on this proposal were as follows:

For

Against

Abstain

Broker Non Vote

10,943,336

560,907

470,080

4,964,913

Proposal No. 3: Stockholders ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on this proposal were as follows:

For

Against

Abstain

Broker Non Vote

16,607,751

285,527

45,958

0

Proposal No. 4: Stockholders approved an amendment to the Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan. The votes on this proposal were as follows:

For

Against

Abstain

Broker Non Vote

10,110,581

1,840,252

23,490

4,964,913

Proposal No. 5: The Company’s stockholders approved a proposal (“Nasdaq Proposal I”), for purposes of Nasdaq listing rule 5635(d), related to the issuance of shares of our common stock underlying the common stock purchase warrants issued by us pursuant to the terms of note purchase agreements, dated as of September 11, 2025 and September 29, 2025 in amounts that may equal or exceed 20% of our common stock outstanding. The votes on this proposal were as follows:

For

Against

Abstain

Broker Non Vote

11,393,043

551,644

29,636

4,964,913

Proposal No. 6: The Company’s stockholders approved a proposal (“Nasdaq Proposal II”), for purposes of Nasdaq listing rules 5635(c) and (d), of the issuance of shares of our common stock underlying the common stock purchase warrants issued by us pursuant to the terms of that certain private placement securities purchase agreement, dated November 5, 2025. The votes on this proposal were as follows:

For

Against

Abstain

Broker Non Vote

9,216,638

490,142

2,267,543

4,964,913

Proposal No. 7: The Company’s stockholders approved an amendment to our Certificate of Incorporation to, at the discretion of the Board, effect a reverse stock split of our outstanding shares of Common Stock, at a ratio, ranging from one-for-three (1:3) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. The votes on this proposal were as follows:

For

Against

Abstain

Broker Non Vote

15,997,732

918,755

22,749

0

Proposal No. 8: The Company’s stockholders approved a proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve Proposals Four, Five, Six, or Seven.

For

Against

Abstain

Broker Non Vote

15,677,466

1,235,698

26,072

0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Exhibits

3.1(a)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Smith Micro Software, Inc.

104

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