UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 9, 2026, Fusemachines Inc. (the “Company” or “Fusemachines”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of common stock entitled to vote at the Annual Meeting was 28,938,266, and there were 24,896,070 shares present in person or by proxy at the Annual Meeting, which represented approximately 86.0% of the outstanding shares entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business.
At the Annual Meeting, the shareholders voted to:
(1) Elect Salman Alam, Bharat Krish, and Tim Gocher, as Class I directors to serve for a term of three years or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.
(2) Approve an amendment to the Company’s 2025 Omnibus Equity Incentive Plan, as amended (the “Plan”) to, among other things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 3,500,000 shares.
(3) Ratify the appointment of KNAV CPA LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.
The voting results on these proposals were as follows:
Proposal 1: Election of three Class I directors
| Director | Votes For | Withheld | Broker Non-Votes | |||
| Bharat Krish | 20,983,953 | 617,274 | 3,294,843 | |||
| Tim Gocher | 11,228,062 | 10,373,165 | 3,294,843 | |||
| Salman Alam | 20,983,989 | 617,238 | 3,294,843 |
Proposal 2: Approval of the amendment to the Company’s 2025 Omnibus Equity Incentive Plan, as amended, to increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 3,500,000 shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 11,215,677 | 10,384,348 | 1,202 | 3,294,843 |
Proposal 3: Ratification of the appointment of KNAV CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Abstentions | ||
| 24,874,384 | 4,056 | 17,630 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Fusemachines Inc. 2025 Omnibus Equity Incentive Plan (as amended April 24, 2026) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.) |
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.
| FUSEMACHINES INC. | |||
| Date: | June 9, 2026 | By: | /s/ Sameer Maskey |
Sameer Maskey Chief Executive Officer | |||