SUIG 8-K
SUI Group Holdings Ltd. (SUIG)
8-K
2026-09-10
For: 2026-09-04
View Original
Added on
September 10, 2026
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(
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(Registrant's Telephone Number, Including Area Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which
registered:
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a) On
September 4, 2026, SUI Group Holdings Limited (the “Company”) held its 2026 annual meeting of shareholders (the “Meeting”). Of the 76,802,872 shares of the Company’s common stock entitled to vote at the Meeting, an aggregate of 25,698,781
shares, representing 33.46% of the shares entitled to vote, were present in person or by proxy, constituting a quorum.
(b) At the Meeting, the Company’s shareholders re-elected Kristina Campbell, Brian Quintenz, Marius Barnett, Howard P. Liszt, Dana Wagner and Douglas M. Polinsky to the Board of Directors,
each for a one-year term expiring at the 2027 annual meeting of shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal. The Company’s shareholders approved, on a non-binding advisory
basis, the compensation of the Company’s executive officers. The Company’s shareholders also approved, under Nasdaq Listing Rule 5635(c), the issuance of an aggregate of 705,721 shares of common stock upon exercise of the contingently issued
non-employee director warrants. The Company did not receive sufficient votes to approve the reincorporation of the Company from a Minnesota corporation to a Delaware corporation, and the Meeting was adjourned with respect to that proposal, as
described below. Each proposal is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2026, as revised by the revised definitive proxy statement filed
with the SEC on August 13, 2026, and as amended by any additional amendments or revisions filed with the SEC (together, the “Proxy Statement”).
The voting results, in shares of the Company’s common stock, for each proposal are set forth below:
Proposal 1 – Election of Directors:
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Nominee
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Votes For
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% For
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Votes Withheld
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% Withheld
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Broker
Non-Votes
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Kristina Campbell
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25,611,670
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99.66
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%
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87,111
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0.34
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%
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0
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Brian Quintenz
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25,481,962
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99.16
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%
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216,819
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0.84
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%
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0
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Marius Barnett
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25,476,512
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99.14
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%
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222,269
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0.86
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%
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0
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Howard P. Liszt
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25,010,564
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97.32
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%
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688,216
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2.68
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%
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1
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Dana Wagner
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25,320,908
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98.53
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%
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377,873
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1.47
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%
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0
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Douglas M. Polinsky
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25,490,006
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99.19
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%
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208,775
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0.81
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%
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0
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Proposal 2 – Reincorporation of the Company from Minnesota to Delaware by Statutory Conversion:
The information set forth in Item 8.01 of this Current Report is incorporated into this Item 5.07 by reference.
Proposal 3 – Non-Binding Advisory Vote on Executive Compensation:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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25,420,629
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226,516
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51,636
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0
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Proposal 4 – Approval of Issuance of Common Stock Upon Exercise of Contingently Issued Non-Employee Director Warrants:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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24,780,420
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823,017
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41,428
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53,916
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Proposal 5 – Adjournment of the Meeting to Solicit Additional Proxies:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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24,520,554
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1,000,732
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123,580
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53,915
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Item 8.01.
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Other Events.
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With respect to Proposal 2 regarding the reincorporation of the Company from a Minnesota corporation to a Delaware corporation, the
Annual Meeting was adjourned to October 2, 2026, at 8:30 a.m. Central Time, at the Company’s offices located at 1907 Wayzata Boulevard, Suite 205, Wayzata, MN 55391, which date, time and place were announced at the Meeting. The reconvened Meeting
may also be attended virtually by registering at https://web.viewproxy.com/SUIG/2026. The purpose of the adjournment is to allow additional time for the Company’s shareholders to vote on Proposal 2. No new record date has been fixed for the
reconvened Meeting; holders of record as of the close of business on July 8, 2026, the record date for the Meeting, remain entitled to vote at the reconvened Meeting. Proxies previously submitted will be voted at the reconvened Meeting unless
properly revoked, and shareholders who have already voted need take no further action unless they wish to change their vote.
On September 10, 2026, the Company issued a letter to its shareholders regarding Proposal 2 and the reconvened Meeting, a copy of
which is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The letter is also being filed separately with the SEC as definitive additional soliciting material on Schedule 14A.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the reconvened Meeting and the proposed reincorporation of the Company from Minnesota to Delaware. These statements are subject to risks and
uncertainties, including whether a quorum is present at the reconvened Meeting, whether the Company’s shareholders approve Proposal 2, and whether and when the reincorporation is completed. Additional risks are described in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2025, and its subsequent filings with the SEC. Except as required by law, the Company undertakes no obligation to update any forward-looking statement.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Exhibit Description
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Letter to Shareholders, dated September 10, 2026
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104
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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 THEREUNTO DULY AUTHORIZED.
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SUI GROUP HOLDINGS LIMITED
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Date: September 10, 2026
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By:
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/s/ Douglas M. Polinsky
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Name: Douglas M. Polinsky
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Title: Chief Executive Officer
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Exhibit 99.1
September 2026
IMPORTANT INFORMATION REGARDING THE ADJOURNED 2026 ANNUAL SHAREHOLDER MEETING
Dear Shareholder:
On September 4, 2026, SUI Group Holdings Limited (the “Company”) convened its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting,
shareholders approved Proposals 1, 3, 4 and 5.
The Annual Meeting was adjourned with respect to Proposal 2 — the approval of the Company’s reincorporation from Minnesota to Delaware — to provide shareholders
with additional time to vote on this important proposal. Proposal 2 has received in excess of 97% approval of the votes cast to date and more than 33% approval of the votes of the outstanding shares. However, the Proposal requires the approval
of more than 50% of all outstanding shares of the Company’s voting stock as of July 8, 2026 for the Proposal to be approved.
The Annual Meeting will reconvene on Friday, October 2, 2026, at 9:30 a.m. Eastern Time at the Company’s offices located at 1907 Wayzata Boulevard, Suite 205, Wayzata, MN 55391.
Our records indicate that we may not have yet received your vote. Stockholders that have voted strongly supported the proposals, but we need your vote to achieve the requisite quorum. Please vote today to help us avoid the significant cost associated with continued proxy
solicitation efforts.
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE — PLEASE TAKE A MOMENT TO VOTE “FOR” PROPOSAL 2 TODAY
The Board of Directors unanimously recommends that shareholders vote FOR Proposal 2 -Approval of the Company’s reincorporation from Minnesota to Delaware. The
Board believes the Delaware reincorporation is in the best interests of the Company and its shareholders.
Approval of Proposal 2 requires the affirmative vote of a majority of the voting power of the Company’s outstanding shares entitled to vote. As a result, shares
that are not voted on Proposal 2 have the same practical effect as a vote AGAINST the proposal.
If you have not yet voted your shares, we strongly encourage you to vote FOR Proposal 2 as soon as possible.
If you have already submitted a proxy or otherwise voted your shares, you do not need to take any further action unless you wish to revoke or change your vote.
PLEASE VOTE TODAY
You may vote using the instructions provided with your proxy materials:
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Online: Visit the website
listed on your proxy voting form and follow the on-screen instructions.
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By Phone: Call the toll-free
number listed on your proxy voting form and follow the recorded instructions.
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If you have any questions or need assistance voting your shares, please contact Alliance Advisors, the Company’s proxy solicitation agent, by email at [email protected].
Important Information
This material may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders in connection with the
Company’s Annual Meeting. The Company has filed with the SEC and mailed to its stockholders a Proxy Statement in connection with the Annual Meeting, and advises its stockholders to read the proxy statement and any and all supplements and
amendments thereto because they contain important information. Stockholders may obtain a free copy of the Proxy Statement and other documents filed by the Company with the SEC at www.sec.gov. The Proxy Statement and proxy card are also
available on the Company’s corporate website at https://suig.io.
Important Additional Information
You are urged to read the Proxy Statement filed with the SEC on August 13, 2026 related to the Company’s Annual Meeting of Stockholders. Free
copies of the proxy statement and other documents filed by the Company with the SEC are available through the SEC’s web site at www.sec.gov. In addition, the proxy statement and related materials may also be obtained free of charge from the
Company by directing such requests to: Secretary at Sui Group Holdings Limited, 907 Wayzata Boulevard, Suite 205, Wayzata, MN 55391, Telephone: (952) 479-1923. The Company and certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies.
Stockholders as of close of business on the July 8, 2026 record date who have not voted are encouraged to vote. Stockholders needing
assistance voting or have questions may contact the firm assisting the Company with the solicitation of proxies, Alliance Advisors, by telephone at the toll-free number listed on your proxy voting form or by email at suig@allianceadvisors.com.
Thank you for your prompt attention to this important matter.
Sincerely,
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| Douglas M. Polinsky |
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| Chief Executive Officer |
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