UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 23, 2026 |
GAIA, INC.
(Exact name of Registrant as Specified in Its Charter)
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Colorado |
000-27517 |
84-1113527 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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833 West South Boulder Road |
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Louisville, Colorado |
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80027 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (303) 222-3600 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Class A Common Stock |
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GAIA |
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Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on April 23, 2026. At the Annual Meeting, the shareholders of the Company voted on two proposals as described below.
1. The Company’s shareholders elected six directors, each to serve until the 2027 annual meeting of shareholders, or until his or her successor has been duly elected and qualified, subject to earlier resignation or removal. Each nominee for director was elected by a vote of the shareholders as follows:
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Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
Jirka Rysavy |
62,001,836 |
3,454,356 |
– |
Kristin Frank |
62,021,850 |
3,434,342 |
– |
Keyur Patel |
62,041,832 |
3,414,360 |
– |
Paul Sutherland |
61,775,037 |
3,681,155 |
– |
Anaal Udaybabu |
62,041,738 |
3,414,454 |
– |
Kimberly Arem |
61,900,924 |
3,555,268 |
– |
2. Proposal 2 was a non-binding advisory proposal to approve Gaia’s executive compensation. This proposal was approved.
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Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes |
10,402,490 |
783,952 |
8,068 |
– |
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 thereunto duly authorized.
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GAIA, INC. |
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Date: |
April 29, 2026 |
By: |
/s/ Ned Preston |
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Name: Ned Preston
Title: Chief Financial Officer |