STEX 8-K/A
Streamex Corp. (STEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
Item 5.07 Submission of Matters to a Vote of Security Holders
This Amendment No. 1 amends the Original 8-K by the Company to correct the Company’s prior disclosure regarding the results of the stockholder vote at the Special Meeting of Stockholders held on September 5, 2025 (the “Special Meeting”).
At the Special Meeting, Proposal 6 sought approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), as amended, to classify the board of directors of the Company (the “Board”) into three classes with staggered three-year terms (the “Classified Board Proposal”). As reported in the Original 8-K, there were 15,424,979 votes “for,” 1,009,783 votes “against,” 203,852 abstentions and 3,483,433 broker non-votes with respect to the Classified Board Proposal. The Company has subsequently determined that, based on the voting power entitled to vote as of the July 30, 2025 record date for the Special Meeting, the Classified Board Proposal did not receive the affirmative vote of a majority of the outstanding voting power entitled to vote thereon, as required by Section 242 of the Delaware General Corporation Law. Notwithstanding that shortfall, the Company filed an amendment to the Company’s Certificate of Incorporation reflecting adoption of the Classified Board Proposal with the Delaware Secretary of State on November 19, 2025 and thereafter conducted its December 30, 2025 Annual Meeting of Stockholders in accordance with the Classified Board Proposal.
In light of the foregoing, the Board has determined that:
| ● | The Classified Board Proposal was not duly adopted and is of no force or effect. |
| ● | Effective immediately, the Company will cease relying on the purported classified structure and will operate under the prior structure, under which all directors serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, and are generally removable with or without cause pursuant to DGCL § 141(k). |
| ● | At the December 30, 2025 Annual Meeting of Stockholders, stockholders validly elected Morgan Lekstrom and Karl Henry McPhie. Those directors will serve until the next annual meeting and until their successors are duly elected and qualified. The other incumbent directors, Kevin Gopaul and Donald Browne, were not submitted for election at that meeting and will continue as holdover directors until their successors are duly elected and qualified. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 20, 2026
| STREAMEX CORP. | ||
| By: | /s/ Karl Henry McPhie | |
| Name: | Karl Henry McPhie | |
| Title: | Chief Executive Officer | |