UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 12, 2025, Gaxos.ai Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). A total of 2,538,104 shares of common stock continuing a quorum, were represented in person or by valid proxies at the Annual Meeting.
The final results for Proposals 1, 2 and 3, as set forth in the Company’s Definitive Proxy Statement, filed with the SEC on June 30, 2025, are as follows:
Proposal 1. At the Annual Meeting, the terms of all four members of the Board of Directors expired. All of the four nominees for director were elected to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four directors was as follows:
| Directors | For | Withheld | Broker Non-Votes | |||||||||
| Vadim Mats | 609,602 | 22,548 | 1,905,954 | |||||||||
| Adam Holzer | 592,411 | 39,739 | 1,905,954 | |||||||||
| Scott Grayson | 595,459 | 36,691 | 1,905,954 | |||||||||
| Roman Feldman | 608,743 | 23,407 | 1,905,954 | |||||||||
Proposal 2. At the Annual Meeting, the stockholders ratified the appointment of Salberg & Company, P.A. (“Salberg”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025:
| For | Against | Abstain | Broker Non-Vote | |||
| 2,274,665 | 246,475 | 16,964 | - |
Proposal 3. At the Annual Meeting, the Company’s stockholders approved an amendment to the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 803,637 shares from 553,637 shares (the “Plan Amendment”):
| For | Against | Abstain | Broker Non-Vote | |||
| 507,255 | 122,893 | 2,002 | 1,905,954 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GAXOS.AI INC. | ||
| Date: August 13, 2025 | By: | /s/ Vadim Mats |
| Vadim Mats | ||
| Chief Executive Officer | ||
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