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
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 15, 2025, at the 2025 annual shareholder meeting of Sui Group Holdings Limited (the “Company”), the Company’s shareholders approved the proposals listed below. The final voting results for each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s definitive proxy statement for the meeting.
| 1. | Elect five members to the Company’s Board of Directors: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Marius Barnett | 44,485,689 | 0 | 88,406 | 0 | ||||||||||||
| Joseph A. Geraci, II | 44,485,638 | 0 | 88,456 | 1 | ||||||||||||
| Howard P. Liszt | 44,482,480 | 0 | 91,615 | 0 | ||||||||||||
| Douglas M. Polinsky | 44,514,083 | 0 | 60,011 | 1 | ||||||||||||
| Dana Wagner | 44,572,644 | 0 | 1,450 | 1 | ||||||||||||
| 2. | To approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the total number of shares of capital stock authorized for issuance thereunder from 111,111,111 to 2,000,000,000: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 44,493,325 | 77,921 | 2,849 | 0 | |||||||||||
| 3. | To approve, under Nasdaq Listing Rule 5635(c), the issuance of common stock issuable upon exercise of management warrants: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 44,243,162 | 5,461 | 325,472 | 0 | |||||||||||
| 4. | To approve, under Nasdaq Listing Rule 5635(d), the issuance of common stock pursuant to a $500,000,000 principal equity facility, to the extent such issuance could result in the Company issuing more than 20% of the issued and outstanding common stock of the Company: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 44,556,103 | 15,392 | 2,600 | 0 | |||||||||||
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SIGNATURE
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.
| SUI GROUP HOLDINGS LIMITED | ||
| Date: September 19, 2025 | ||
| By: | /s/ Douglas M. Polinsky | |
| Douglas M. Polinsky | ||
| Chief Executive Officer | ||
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