Foxx Development Holdings Inc 8-K, filed Dec 29, 2025
Foxx Development Holdings Inc. (FOXX)
About this 8-K
Foxx Development Holdings Inc filed this 8-K on December 29, 2025, reporting on events of December 22, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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): December
29, 2025 (
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Foxx Development Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on December 22, 2025. At the Annual Meeting, the stockholders approved (x) a proposal to elect five directors to serve until the annual meeting of stockholders of the Company to be held in 2026 and until the successors are elected and qualified; (y) a proposal to approve and ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2026; and (z) a proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation as set forth in the Proxy Statements (as defined below) relating to the Annual Meeting.
Previously, as disclosed in the definitive proxy statement on Schedule 14A (the “Proxy Statements”) relating the Annual Meeting, Ms. Yiqing Miao, an independent director of the Company, notified the Company on November 20, 2025 of her intent to step down as the director of the Company upon the nomination and election of a successor at the Annual Meeting.
On December 22, 2025, as disclosed below, upon the election of Michelle Jie Shen as the director of the Company, Ms. Miao’s service as the director of the Company automatically terminated. There was no disagreement between Ms. Miao and the Company on any matter relating to the Company’s operations, policies or practices.
In Ms. Miao’s place, Ms. Shen will take office as the director of the Company on December 22, 2025. M. Shen will succeed Ms. Miao and assume the positions as the chair of the audit committee of the Company and members of the nomination and compensation committees of the Company on December 22, 2025. Ms. Shen has been determined to qualifies as an “audit committee financial expert” within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq Stock Market rules.
Ms. Michelle Jie Shen brings to the Board more than 2 decades of financial management experience. Currently, Ms. Shen serves as Finance Business Partner, Ultrasound North America Region at Philips (Euronext Amsterdam: PHIA; NYSE: PHG), the global health technology and consumer electronics company headquartered in the Netherlands, a position she has held since April 2025. Ms. Shen served in various roles at Philip’s Boston office, Shanghai office, and the headquarters in the Netherlands. She rejoined Philips in 2012, first serving as Director of Accounting Operations, Greater China from 2012 to 2016, and then taking Finance Business Partner roles in various Health Tech businesses in Philips, both in China and in the Netherlands. Earlier in her career, Ms. Shen served in various roles at the China headquarter and joint ventures for SPX Corporation (NYSE: SPXC), a leading American engineering manufacturer, from 2008 to 2012, including as Chief Financial Officer of the SPX’s joint venture with Shanghai Electric, a leading power generation company, and as Finance Director of SPX’s Asia Pacific businesses. Ms. Shen started her career at Philips in 2000 where she worked in various functions in the Greater China finance department until 2008, mainly in Consumer Electronics industry. Ms. Shen received her Master’s Degree in Accounting and Finance in 2000, and her Bachelor’s Degree in Business English, both from the Shanghai University of Finance and Economics.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the stockholders of the Company approved the proposal to amend Company’s amended and restated certificate of incorporation (the “Charter”) to amend Article X of the Charter concerning the renunciation of corporate opportunities doctrine under the laws of the State of Delaware.
Upon the stockholders’ approval, on December 29, 2025, the Company filed a certificate of amendment to the Charter which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On the record date of November 28, 2025, there were 6,962,811 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the holders of a total of 5,090,650 shares of common stock were present in person or by proxy. Shareholders voted as follows on the matters presented for a vote.
1
1. Election of Directors
At the Annual Meeting, the vote on the proposal to elect five directors to serve until the annual meeting of stockholders of the Company to be held in 2026 and until the successors are elected and qualified, was as follows:
| For | Against | Abstain | ||||||||||
| Joy Yi Hua | 5,076,809 | 5,109 | 8,732 | |||||||||
| Haitao Cui | 5,084,138 | 4,961 | 1,551 | |||||||||
| Michelle Jie Shen | 5,081,507 | 412 | 8,731 | |||||||||
| Edmund R. Miller | 5,081,657 | 260 | 8,733 | |||||||||
| John Chiang | 5,081,908 | 260 | 8,482 | |||||||||
2. Appointment of CBIZ CPAs P.C. as the Independent Registered Public Accounting Firm
At the Meeting, the vote on the proposal to approve and ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2026, was as follows:
| For | Against | Abstain | ||
| 5,081,899 | 270 | 8,481 |
3. Approval of the Amendment to the Amended and Restated Certificate of Incorporation
At the Meeting, the vote on the proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation as set forth in the proxy statements relating to the Annual Meeting, was as follows:
| For | Against | Abstain | ||
| 5,081,899 | 270 | 8,481 |
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated December 29, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| FOXX DEVELOPMENT HOLDINGS INC. | |||
| Date: December 29, 2025 | By: | /s/ Joy Yi Hua | |
| Name: | Joy Yi Hua | ||
| Title: | CFO | ||
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Exhibit 3.1
Form of Certificate of Amendment
to
the Amended and Restated Certificate of Incorporation
December 29, 2025
Foxx Development Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: That at a meeting of the Board of Directors of the Corporation on February 15, 2025, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation (the “Charter”) of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article X of the Charter is hereby amended and restated to read in full as follows (the “Amendment”):
ARTICLE X
The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any investment or business opportunity or activity or potential transaction or matter, relating in any way to consumer electronics, mobile networks, communications or connectivity technology that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, unless such Excluded Opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of such director solely in his or her capacity as such.
Neither the amendment, alteration, or repeal of this Article X nor the adoption of any provision inconsistent with this Article X shall eliminate or reduce the effect of this Article X in respect of the renunciation of any business opportunity existing prior to such amendment, alteration, repeal or adoption.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| Foxx Development Holdings, Inc. |
| By: | /s/ “Joy” Yi Hua | |
| Name: | “Joy” Yi Hua | |
| Title: | Chairwoman and CFO |