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8-K

Red Violet, Inc. (RDVT)

8-K 2026-06-05 For: 2026-06-03
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (date of earliest event reported): June 3, 2026

RED VIOLET, INC.

(Exact name of Registrant as specified in its charter)

Delaware<br><br>(State or other jurisdiction of incorporation or organization) 001-38407<br><br>(Commission<br><br>File Number) 82-2408531<br><br>(I.R.S. Employer<br>Identification Number)

2650 North Military Trail, Suite 300, Boca Raton, FL 33431

(Address of principal executive offices) (Zip Code)

561

757-4000

(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 (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, $0.001 par value per share RDVT The NASDAQ Stock Market LLC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 5.07 is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2026, Red Violet, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the total number of shares represented in person or by proxy was 12,094,664 of the 14,112,391 shares of common stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 9, 2026. The following matters were voted upon at the Annual Meeting:

  • Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Stockholders in 2027 or until their successors are elected and qualified. The votes cast were as follows:
Director Nominee For Vote Withheld Broker Non-Vote
Derek Dubner 8,474,133 1,215,506 2,405,025
William Livek 9,401,190 288,449 2,405,025
Steven Rubin 4,346,340 5,343,299 2,405,025
Lisa Stanton 9,421,726 267,913 2,405,025
Greg Strakosch 9,530,425 159,214 2,405,025
  • Ratification of Independent Public Accounting Firm for 2026. The stockholders voted to ratify the appointment of Grant Thornton, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026. The stockholder vote was as follows:
Votes 12,083,156 FOR the resolution
Votes 9,602 AGAINST the resolution
Votes 1,906 ABSTAIN

There were no broker non-votes for this proposal.

  • Say on Pay. The stockholders voted to approve, on an advisory basis, the Company’s named executive officers’ compensation for 2025, as described in the proxy statement for the Annual Meeting in accordance with Regulation S-K, Item 402. The stockholder vote was as follows:
Votes 8,925,718 FOR the resolution
Votes 238,311 AGAINST the resolution
Votes 525,610 ABSTAIN

There were 2,405,025 broker non-votes for this proposal.

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.

Red Violet, Inc.
Date: June 5, 2026 By: /s/ Derek Dubner
Derek Dubner
Chief Executive Officer (Principal Executive Officer)