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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

 

Date of Report: (Date of Earliest Event Reported): December 17, 2025

 

THE ARENA GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

delaware   001-12471   68-0232575

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

200 VESEY STREET, 24TH FLOOR

NEW YORK, new york

  10281
(Address of principal executive offices)   (Zip code)

 

212-321-5002

(Registrant’s telephone number including area code)

 

 

(Former name or former address if changed since last report)

 

Securities registered pursuant in Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   AREN   NYSE American

 

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 (see General Instruction A.2. below):

 

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))

 

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.

 

On December 17, 2025, The Arena Group Holdings, Inc. (the “Company”) held its Annual Meeting for the purposes of (i) electing three directors named in the Company’s Proxy Statement and (ii) ratifying the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final results of the stockholder vote are set forth below.

 

Proposal No. 1 – Election of Directors

 

Name of Company Nominee   Number of Votes
Voted For
  Number of Votes
Withheld
  Number of Broker Non-Votes
H. Hunt Allred 31,651,423 231,378   5,180,308
Cavitt Randall 31,585,984 296,817   5,180,308
Lynn Petersmarck 31,683,980 198,821   5,180,308

 

Proposal 2 – Ratification of the Appointment of BDO USA, P.C. as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025

 

Number of Votes
Voted For
  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
36,814,193   222,898   26,018   0

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  THE ARENA GROUP HOLDINGS, INC.
     
Dated: December 18, 2025    
  By: /s/ Paul Edmondson
  Name: Paul Edmondson
  Title: Chief Executive Officer