---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-269744"
form_type: "8-K/A"
ticker: "MGTE"
cik: "0001965052"
company_name: "Marblegate Capital Corp"
filed_at: "2026-06-12T21:29:44+00:00"
generated_at: "2026-06-12T21:33:02.688083+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Marblegate stockholders approve 2026 Equity Incentive Plan and elect all five directors

## Summary
- Elected all five director nominees: Golub, Feinberg, Herbst, Joshi, Milgram; each received >99% of votes cast.
- 2026 Equity Incentive Plan approved with 68,319,635 votes for (99.1% of votes cast).
- Ratification of Deloitte & Touche as FY2026 auditor: 69,825,114 for, 23,575 against (99.97% support).
- Plan reserve: 3.7M shares upfront plus annual evergreen increase up to 3% of outstanding through 2030; incentive stock options capped at 3.7M shares.

## SEC filing metadata
- accession: 0001193125-26-269744
- form_type: 8-K/A
- ticker: MGTE
- cik: 0001965052
- company_name: Marblegate Capital Corp
- filed_at: 2026-06-12T21:29:44+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.07, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1965052/000119312526269744/0001193125-26-269744-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1965052/000119312526269744/ck0001965052-20260611.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-269744
- JSON: https://secwatch.observer/filing/0001193125-26-269744.json
- Plain text: https://secwatch.observer/filing/0001193125-26-269744.txt

## Key facts
- Shareholder Votes
  Marblegate Capital Corp shareholders approved Approval and Adoption of the 2026 Plan at the 2026-06-11 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The stockholders approved and adopted the 2026 Plan (the “ Equity Plan Proposal ”). The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Broker Non-Votes Approval and adoption of the 2026 Plan 68,319,635 292,663 845 1,235,796
  evidence_url: https://www.sec.gov/Archives/edgar/data/1965052/000119312526269744/0001193125-26-269744-index.htm
- Shareholder Votes
  Marblegate Capital Corp shareholders approved Election of Directors at the 2026-06-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The stockholders elected each of the Company’s five director nominees, each to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified (the “ Board Proposal ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1965052/000119312526269744/0001193125-26-269744-index.htm
- Shareholder Votes
  Marblegate Capital Corp shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2026-06-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The stockholders ratified the appointment of Deloitte & Touche LLP by the audit committee of the Board as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “ Auditor Proposal ”). The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 69,825,114 23,575 250
  evidence_url: https://www.sec.gov/Archives/edgar/data/1965052/000119312526269744/0001193125-26-269744-index.htm
- Shareholder Votes
  Marblegate Capital Corp shareholders approved Approval of Adjournment or Postponement at the 2026-06-11 meeting.
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The stockholders approved the adjournment or postponement of the annual meeting, if necessary, to solicit additional proxies, if there were not sufficient votes in favor of the Board Proposal, the Equity Plan Proposal, or the Auditor Proposal. The results of the votes were as follows: Proposal Votes For Votes Against Abstentions Approval of an adjournment or postponement of the meeting, if necessary, to solicit additional proxies, if there are not sufficient votes in favor of the Board Proposal, Equity Plan Proposal or Auditor Proposal 69,586,516 261,416 1,007
  evidence_url: https://www.sec.gov/Archives/edgar/data/1965052/000119312526269744/0001193125-26-269744-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.