Callan Jmb Inc 8-K, filed Dec 31, 2025
Callan Jmb Inc. (CJMB)
About this 8-K
Callan Jmb Inc filed this 8-K on December 31, 2025, reporting on events of December 29, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
N/A
(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:
| 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 29, 2025, at the virtual annual meeting of shareholders (the “Annual Meeting”) of Callan JMB Inc., a Nevada corporation (the “Company”): (i) elected five (5) directors to serve a one (1) year term; and (ii) ratified the appointment Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
The proposals presented at the Annual Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (“Proxy Statement”) that was filed with the Securities and Exchange Commission on December 8, 2025. Holders of 3,171,618 shares of the Company’s common stock, or approximately 68.60% of the 4,623,027 shares of common stock that were issued and outstanding and entitled to vote, were present virtually or represented by proxy at the Annual Meeting.
The following are the final voting results on the proposals presented to the Company’s shareholders at the Annual Meeting.
Proposal No. 1: Election of Directors
The Company’s shareholders elected all of the director nominees nominated by the Board to serve for a one-year term, until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified. The table below sets forth the voting results for Proposal 1:
| Director | Term Expires | For | Abstain | Broker Non-Votes | ||||
| Wayne Williams | 2026 | 3,145,053 | 2,100 | 24,665 | ||||
| Eric Kash | 2026 | 3,125,642 | 21,511 | 24,665 | ||||
| Mark Meller | 2026 | 3,144,392 | 2,761 | 24,665 | ||||
| Liberty Duke | 2026 | 3,145,452 | 1,701 | 24,665 | ||||
| Gerald Dial | 2026 | 3,145,042 | 2,111 | 24,665 |
Proposal No. 2: Ratification of the Auditors
The Company’s shareholders approved the resolution to approve Rosenberg Rich Baker Berman, P.A. as the Company’s independent public accounting firm for fiscal 2025. The table below sets forth the voting results for Proposal 2:
| For | Against | Abstain | Broker Non-Votes | |||
| 3,170,218 | 1,400 | 0 | 0 |
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 31, 2025 | Callan JMB Inc. | |
| By: | /s/ Wayne Williams | |
| Name: | Wayne Williams | |
| Title: | Chief Executive Officer | |