Kartoon Studios, Inc 8-K, filed Oct 27, 2026
Kartoon Studios, Inc. (TOON)
About this 8-K
Kartoon Studios, Inc filed this 8-K on October 27, 2026, reporting on events of October 21, 2026.
Kartoon Studios, Inc. stockholders approved increasing shares available for awards under its 2020 Incentive Plan by 4,000,000, electing directors, ratifying WithumSmith+Brown, PC as auditor for the fiscal year ending December 31, 2026, and approving executive compensation. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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. |
On October 21, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Kartoon Studios, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated 2020 Incentive Plan, as amended (the “2020 Plan”), increasing the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), available for awards under the 2020 Plan by 4,000,000 shares. A summary of the 2020 Plan is included in the Company’s definitive proxy statement for the Annual Meeting, filed with the SEC on September 4, 2026 (the “Proxy Statement”), and is incorporated herein by reference. The Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders approved the following proposals, each described in more detail in the Proxy Statement:
| 1. | Election of Joseph “Gray” Davis, David Neumann, and Dr. Cynthia Turner-Graham as Class I directors to serve until the 2027 annual meeting of stockholders, and Andy Heyward, Anthony Thomopoulos, and Jeffrey Schlesinger as Class II directors to serve until the 2028 annual meeting of stockholders, in each case until their respective successors are elected and qualified or until their earlier resignation or removal; | |
| 2. | Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; | |
| 3. | Approval of the Amendment to the 2020 Plan to increase the aggregate number of shares of Common Stock available for awards under the 2020 Plan by 4,000,000 shares; | |
| 4. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement; and | |
| 5. | Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of Proposal 3. |
The complete voting results with respect to these proposals are filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 4 to the Kartoon Studios, Inc. 2020 Incentive Plan, effective October 21, 2026 | |
| 99.1 | Voting Results for the Annual Meeting of Stockholders of Kartoon Studios, Inc. Held on October 21, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| 2 |
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.
| KARTOON STUDIOS, INC. | ||
| Date: October 27, 2026 | By: | /s/ Andy Heyward |
| Name: | Andy Heyward | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 10.1
AMENDMENT NO. 4 TO
THE
KARTOON STUDIOS, INC.
2020 INCENTIVE PLAN
WHEREAS, the Board of Directors (the “Board”) of Kartoon Studios, Inc. (the “Company”) heretofore established the Kartoon Studios, Inc. 2020 Incentive Plan, as amended and restated effective May 23, 2024, as amended by Amendment No. 1 thereto effective December 12, 2024, Amendment No. 2 thereto effective May 14, 2025 and Amendment No. 3 effective March 30, 2026 (the “Plan”);
WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) available for grants of Awards (as such term is defined in the Plan) thereunder by an additional 4,000,000 shares of Common Stock;
WHEREAS, pursuant to Section 12.7(a) of the Plan, the Board has the right to amend the Plan with respect to certain matters;
WHEREAS, the Board has approved and authorized this Amendment No. 4 to the Plan (the “Amendment No. 4”) and has recommended that the stockholders of the Company approve this Amendment No. 4.
NOW, THEREFORE, BE IT:
RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars:
| 1. | Subject to approval of the Company’s stockholders, Section 4.1(a) of the Plan is hereby amended by increasing the share references in such section by an additional 4,000,000 shares of Common Stock, such that Section 4.1(a), as amended and restated, reads in its entirety as follows: |
“Subject to the provisions of this Article 4, the maximum number of shares of Common Stock with respect to which Awards may be granted during the term of the Plan shall be the sum of (i) 17,000,000 Shares and (ii) the shares of Common Stock remaining available for issuance under the Company’s 2015 Incentive Plan, subject to adjustment in accordance with Section 4.1(c) hereof. 17,000,000 Shares shall be available for the grant of Incentive Stock Options and other awards hereunder.”
| 2. | Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect. |
[Signature page follows.]
| 1 |
IN WITNESS WHEREOF, the Company has caused this Amendment No. 4 to be signed this 21st day of October, 2026.
| Kartoon Studios, Inc. | ||
| By: | /s/ Andy Heyward | |
| Name: | Andy Heyward | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit 99.1
KARTOON
STUDIOS, INC.
Annual Meeting Results
On October 21, 2026, Kartoon Studios, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on five proposals, each described in more detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the SEC on September 4, 2026 (the “Proxy Statement”). As of August 31, 2026, the record date, there were 62,204,105 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) outstanding and entitled to vote at the Annual Meeting.
The following are the final results of voting on each of the proposals presented at the Annual Meeting:
Proposal No. 1: Election of Directors
The stockholders elected Joseph “Gray” Davis, David Neumann, and Dr. Cynthia Turner-Graham as Class I directors to serve until the 2027 annual meeting of stockholders, and Andy Heyward, Anthony Thomopoulos, and Jeffrey Schlesinger as Class II directors to serve until the 2028 annual meeting of stockholders, in each case until their respective successors are elected and qualified or until their earlier resignation or removal.
| Nominee | Class | Votes For | Votes Withheld | Broker Non-Votes | ||||
| Joseph “Gray” Davis | I | 17,632,435 | 4,874,797 | 17,093,710 | ||||
| David Neuman | I | 21,207,478 | 1,299,754 | 17,093,710 | ||||
| Dr. Cynthia Turner-Graham | I | 20,783,399 | 1,723,833 | 17,093,710 | ||||
| Andy Heyward | II | 20,011,721 | 2,495,511 | 17,093,710 | ||||
| Anthony Thomopoulos | II | 16,961,701 | 5,545,531 | 17,093,710 | ||||
| Jeffrey Schlesinger | II | 18,204,415 | 4,302,817 | 17,093,710 |
Proposal No. 2: The Auditor Ratification Proposal
The stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 36,890,665 | 1,398,163 | 1,312,114 | – |
Proposal No. 3: The Incentive Plan Increase Proposal
The stockholders approved an amendment to the Company’s Amended and Restated 2020 Incentive Plan, as amended (the “2020 Plan”), increasing the number of shares of Common Stock available for awards under the 2020 Plan by 4,000,000 shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 19,411,145 | 3,040,365 | 55,722 | 17,093,710 |
| 1 |
Proposal No. 4: The Say-on-Pay Proposal
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 19,739,784 | 2,666,708 | 100,740 | 17,093,710 |
Proposal No. 5: The Adjournment Proposal
The stockholders approved the adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of Proposal 3. Because Proposal 3 was approved, no adjournment was necessary.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 19,524,687 | 2,903,627 | 78,918 | 17,093,710 |
| 2 |