SHF Holdings shareholders approve equity plan amendment and elect directors

Published 11/07/2025, 21:14
SHF Holdings shareholders approve equity plan amendment and elect directors

SHF Holdings, Inc. (NASDAQ:SHFS) reported that at its annual meeting on Tuesday, shareholders approved an amendment to the company’s 2022 Equity Incentive Plan. The amendment increases the number of shares available under the plan from 351,858 to 626,749, allows for an annual automatic increase to maintain an authorized amount of 15% of total outstanding shares, and provides for an automatic increase to 10% in the event of a dilution event, as defined in the plan. The amendment had previously been approved by the board, subject to shareholder approval, and became effective following the vote.

At the same meeting, shareholders elected Terrance E. Mendez and Francis A. Braun III as Class I directors. Mendez received 1,596,009 votes in favor, with 50,501 votes withheld and 449,323 broker non-votes. Braun received 1,546,223 votes in favor, 100,287 votes withheld, and 449,323 broker non-votes. The elections come at a crucial time for the micro-cap company, which InvestingPro data shows has a market capitalization of just $8.61 million and faces challenges with a weak financial health score of 1.6 out of 5.

Shareholders also ratified the appointment of Macias, Gini & O’Connell, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The ratification received 2,066,685 votes in favor, 2,621 against, and 26,527 abstentions.

The amendment to the equity plan was approved with 1,231,988 votes for, 414,033 against, 489 abstentions, and 449,323 broker non-votes.

A shareholder proposal to evaluate the performance of the company’s management and board, assess the independence of directors, and strengthen corporate governance was not approved. The proposal received 450,985 votes for, 1,181,295 against, 14,230 abstentions, and 449,323 broker non-votes.

These results were disclosed in a press release statement based on a filing with the Securities and Exchange Commission. For investors seeking deeper insights into SHF Holdings’ governance and financial metrics, InvestingPro offers comprehensive analysis through its Pro Research Reports, available for over 1,400 US stocks, including detailed governance metrics and expert analysis that can help inform investment decisions.

In other recent news, SHF Holdings, Inc. has announced several significant corporate changes. The company reported a change in its independent accounting firm, as Marcum LLP ended its auditor relationship with SHF Holdings. Marcum’s reports during their engagement did not contain any adverse opinions, although they noted a going concern uncertainty. SHF Holdings subsequently appointed Macias Gini & O’Connell LLP as its new independent registered public accounting firm to audit financial statements for the year ending December 31, 2025. Additionally, the company disclosed material weaknesses in its internal controls over financial reporting for the fiscal years 2023 and 2024. These weaknesses involved issues related to revenue recognition, management review controls, and information technology controls. In another development, SHF Holdings announced the resignation of its Chief Financial Officer, James H. Dennedy, effective June 6, 2025, due to personal reasons. The company’s CEO, Terrance Mendez, will serve as interim CFO while a search for a new CFO is conducted. Investors are keeping a close eye on these developments as they could impact SHF Holdings’ financial reporting and operations.

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