TUCOWS INC /PA/

8-K · tcx20260604_8k.htm iXBRL

0000909494

 2026-06-02
 2026-06-02

  

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  

  

 FORM 8-K

  

 CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

  

 Date of report (Date of earliest event reported): June 2, 2026

  

  

 TUCOWS INC

 (Exact Name of Registrant Specified in Charter)

  

 Pennsylvania

 0-28284

 23-2707366

 (State or Other

 (Commission File

 (IRS Employer

 Jurisdiction of

 Number)

 Identification No.)

 Incorporation)

  
  

  

 96 Mowat Avenue , Toronto , Ontario , Canada

  

 M6K 3M1

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 Registrant’s telephone number, including area code: ( 416 ) 535-0123

  

 Not Applicable

  

 (Former Name or Former Address, if Changed Since Last Report)

  

 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:

  

 ☐

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 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 Exchange Act:

  

 Title of each class

  

 Trading Symbol(s)

  

 Name of each exchange on which registered

 Common Stock

  

 TCX

  

 NASDAQ

  

  

  

  

  

 Item 5.07.                Submission of Matters to a Vote of Security Holders.

  

 Tucows Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 2, 2026. The following matters, all of which were set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 23, 2026, were voted on at the Annual Meeting. The results of such voting are as indicated below.

  

 Proposal 1. Election of Directors

  

 The Company’s shareholders voted upon and elected the following nominees to serve on the Company’s Board of Directors for a term of one year expiring at the 2027 Annual Meeting of Shareholders.

  

 Nominee for Director

  

 Votes For

  

 Authority Withheld

 Marlene Carl

  

 6,777,982

  

 627,741

 Lee Matheson

  

 6,705,717

  

 700,006

 Sandra Matz

  

 7,331,744

  

 73,979

 Laurenz Malte Nienaber

  

 6,243,490

  

 1,162,233

 Allen Taylor

  

 6,830,376

  

 575,347

 Jeffrey Tory

  

 7,369,190

  

 36,533

 Stephen Uhrenbacher

  

 6,764,168

  

 641,555

 David Woroch

  

 6,831,227

  

 574,496

  

 There were 668,178 broker non-votes with respect to the election of directors.

  

 Proposal 2. Non-binding Advisory vote on the Compensation of Named Executive Officers

  

 The Company’s shareholders voted upon and approved, on a non-binding basis, the compensation of the Company’s named Executive Officers as disclosed in the Proxy Statement.

  

 For

  

 Against

  

 Abstain

  

 6,778,876

  

 624,527

  

 2,320

  

  

  

 There were 668,178 broker non-votes with respect to the Non-binding advisory vote on Named Executive Officer Compensation

  

 Proposal 3. Ratification of Appointment of Independent Auditors

  

 The Company’s shareholders voted upon and ratified the appointment of Deloitte LLP as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2026.

  

 For

  

 Against

  

 Abstain

  

 8,046,168

  

 2,080

  

 25,653

  

  

  

  

  

  

  

 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.

  

  

 TUCOWS INC.

  

  
  
  
  

  

 By:

 /s/ Ivan Ivanov

  

  
  

 Ivan Ivanov

 Chief Financial Officer

  

 Dated: June 4, 2026