STRR Star Equity Holdings, Inc. - 8-K

Item 5.07.

Submission of Matters to a Vote of Security Holders.

Star Equity Holdings, Inc. (“Star”) held its Annual Meeting of Stockholders on May 27, 2026 (the “Annual Meeting”). As of the close of business on March 31, 2026, the record date for the Annual Meeting, there were 3,707,314 shares of Star’s common stock, par value $0.001 per share (the “Common Stock”), outstanding and entitled to vote. A total of 3,176,323 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, Star’s stockholders:

(a) Elected seven directors to serve on Star’s board of directors until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified (Proposal 1);

(b) Approved, on a non-binding advisory basis, the compensation of Star’s named executive officers as disclosed in Star’s proxy statement filed on April 30, 2026 (the “Proxy Statement”) (Proposal 2);

(c) Ratified the appointment of Wolf & Company, P.C. as Star’s independent registered public accounting firm to audit Star’s financial statements for the fiscal year ending December 31, 2026 (Proposal 3);

For additional information on these proposals, please see the Proxy Statement. The voting results for each of these proposals are set forth below:

Proposal 1 - Election of Board of Directors

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Mimi K. Drake

2,244,844

3,617

927,862

Jeffrey E. Eberwein

2,205,471

42,990

927,862

Todd Fruhbeis

2,245,179

3,282

927,862

Connia M. Nelson

2,204,134

44,327

927,862

Jennifer Palmer

2,244,955

3,506

927,862

Louis Parks

2,245,135

3,326

927,862

Robert G. Pearse

2,204,482

43,979

927,862

Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of Star’s named executive officers

Votes For

Votes Against

Abstentions

Broker Non-Votes

2,047,900

99,960

100,601

927,862

Proposal 3 - Ratification of the appointment of Wolf & Company, P.C. as Star’s independent registered public accounting firm to audit Star’s financial statements for the fiscal year ending December 31, 2026

Votes For

Votes Against

Abstentions

Broker Non-Votes

3,173,908

2,415

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is included with this Current Report on Form 8-K:

EXHIBIT INDEX

104

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

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