BZAI 8-K
Blaize Holdings, Inc. (BZAI)
8-K
2025-12-04
For: 2025-12-03
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 3, 2025
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: | ||
| Not Applicable | ||
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 3, 2025, Blaize Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2025 Annual Meeting”) to (1) elect seven directors to hold office until the Company’s 2026 Annual Meeting of Stockholders, or until their successors are duly elected and qualified; (2) amend the Company’s Third Amended and Restated Certificate of Incorporation, to provide that directors may be removed in a manner consistent with Section 141(k) of the Delaware General Corporation Law; and (3) to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December 31, 2025, in each case as described in further detail in the Company’s definitive proxy statement for the 2025 Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on October 20, 2025. All results presented below reflect the voting power of the Company’s common stock.
At the close of business of October 6, 2025, the record date of the 2025 Annual Meeting, an aggregate of 107,866,345 shares of the Company’s common stock were issued and outstanding. At the 2025 Annual Meeting, 68,916,604 shares of the Company’s common stock were represented in person, online, or by proxy; therefore, a quorum was present.
At the 2025 Annual Meeting, the Company’s stockholders voted as follows:
Proposal 1. Election of Directors
The nominees for election to the Board of Directors (the “Board”) were elected, each until the next Annual Meeting of Stockholders or their earlier resignation or retirement. For each nominee, the votes cast for, abstentions, and broker non-votes were as follows:
| Director Name | Shares For | Shares Abstained / Withheld | Broker Non-Votes | |||||||||||||||||
| Lane M. Bess | 40,825,853 | 1,271,950 | 26,818,801 | |||||||||||||||||
| Dinakar Munagala | 41,101,928 | 995,875 | 26,818,801 | |||||||||||||||||
| Edward Frank | 39,900,443 | 2,197,360 | 26,818,801 | |||||||||||||||||
| Juergen Hambrecht | 40,920,056 | 1,177,747 | 26,818,801 | |||||||||||||||||
| Anthony Cannestra | 40,892,076 | 1,205,727 | 26,818,801 | |||||||||||||||||
| George de Urioste | 40,888,539 | 1,209,264 | 26,818,801 | |||||||||||||||||
| Yoshiaki Fujimori | 41,393,269 | 704,534 | 26,818,801 | |||||||||||||||||
Proposal 2. Amendment to Certificate of Incorporation
The proposal to amend the Company’s Third Amended and Restated Certificate of Incorporation, to provide that directors may be removed in a manner consistent with Section 141(k) of the Delaware General Corporation Law was not approved. The votes cast for, against, abstentions, and broker non-votes were as follows:
| Shares For | Shares Against | Shares Abstained / Withheld | Broker Non-Votes | |||||||||||||||||
| 41,675,545 | 271,394 | 150,864 | 26,818,801 | |||||||||||||||||
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2025
The proposal to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved. The votes cast for and against as well as the abstentions were as follows:
| Shares For | Shares Against | Shares Abstained / Withheld | ||||||||||||
| 49,539,874 | 495,596 | 18,881,134 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |||||||
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.
| Date: December 4, 2025 | Blaize Holdings, Inc. | ||||||||||
By: /s/ Dinakar Munagala | |||||||||||
| Dinakar Munagala | |||||||||||
| Chief Executive Officer | |||||||||||