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 September 17, 2026, PodcastOne, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals and corresponding vote.
1. All seven nominees were elected to the Company’s Board of Directors with each director receiving votes as follows:
| Election of Directors | For | Withheld | Broker Non-Vote | |||||||||
| Robert S. Ellin | 23,593,959 | 16,263 | 2,282,373 | |||||||||
| James Berk | 22,981,117 | 629,105 | 2,282,373 | |||||||||
| Jay Krigsman | 23,594,685 | 15,537 | 2,282,373 | |||||||||
| Ramin Arani | 23,303,396 | 306,826 | 2,282,373 | |||||||||
| Patrick Wachsberger | 23,595,008 | 15,214 | 2,282,373 | |||||||||
| Carolyn Blackwood | 23,595,146 | 15,076 | 2,282,373 | |||||||||
| Jon Merriman | 23,606,929 | 3,293 | 2,282,373 | |||||||||
2. The approval of an increase of the number of shares of the Company’s common stock reserved for issuance under the Company’s 2022 Equity Incentive Plan to 4,000,000 shares. The votes on this proposal were as follows:
| For | Against | Abstained | Broker Non-Vote | |||||||||||
| 23,113,466 | 466,953 | 29,802 | 2,282,375 | |||||||||||
3. The ratification of the appointment of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. The votes on this proposal were as follows:
| For | Against | Abstained | Broker Non-Vote | |||||||||||
| 25,891,471 | 671 | 453 | ‒ | |||||||||||
4. The approval to adjourn the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. The votes on this proposal were as follows:
| For | Against | Abstained | Broker Non-Vote | |||||||||||
| 25,586,865 | 304,953 | 773 | ‒ | |||||||||||
No other matters were considered or voted upon at the Annual Meeting.
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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.
| PODCASTONE, INC. | ||
| Dated: September 23, 2026 | By: | /s/ Craig Christensen |
| Name: | Craig Christensen | |
| Title: | Interim Chief Financial Officer | |
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