8-K
CANTALOUPE, INC. (CTLP)
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
November 19, 2025
Date of Report (date of earliest event reported)
Cantaloupe, Inc.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-33365 | 23-2679963 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 101 Lindenwood Drive, Suite 405 | Malvern | Pennsylvania | 19355 |
| (Address of Principal Executive Offices) | (Zip Code) |
(610) 989-0340
Registrant's telephone number, including area code
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, no par value | CTLP | The NASDAQ Global Select 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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 19, 2025, Cantaloupe, Inc. (the “Company”) held the Company’s 2026 annual meeting of shareholders (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.
- Election of Directors
Each nominee for director was elected, and the voting results were as follows:
| Nominee | Votes for | Votes against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Douglas G. Bergeron | 45,255,968 | 234,670 | 28,487 | 8,779,764 |
| Lisa P. Baird | 45,233,375 | 254,520 | 31,230 | 8,779,764 |
| Ian Harris | 45,291,745 | 194,818 | 32,562 | 8,779,764 |
| Jacob Lamm | 45,238,008 | 249,043 | 32,074 | 8,779,764 |
| Michael K. Passilla | 44,102,838 | 1,386,432 | 29,855 | 8,779,764 |
| Ellen Richey | 45,290,835 | 198,060 | 30,230 | 8,779,764 |
| Anne M. Smalling | 45,211,220 | 277,163 | 30,742 | 8,779,764 |
| Ravi Venkatesan | 45,295,942 | 194,696 | 28,487 | 8,779,764 |
| Shannon S. Warren | 45,290,798 | 196,906 | 31,421 | 8,779,764 |
- Advisory Vote on named executive officer compensation.
The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the Company’s proxy statement for the Annual Meeting, and the voting results were as follows:
| Votes for | 43,273,038 |
|---|---|
| Votes against | 2,131,446 |
| Abstentions | 114,641 |
| Broker Non-Votes | 8,779,764 |
- Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year ending June 30, 2025.
The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 was approved, and the voting results were as follows:
| Votes for | 53,945,487 |
|---|---|
| Votes against | 306,674 |
| Abstentions | 46,728 |
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Ex. Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Cantaloupe, Inc.
Date: November 21, 2025
By: /s/ Anna Novoseletsky
Anna Novoseletsky
Chief Legal & Compliance Officer and General Counsel