---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-26-020811"
form_type: "8-K"
ticker: "SGRP"
cik: "0001004989"
company_name: "SPAR Group, Inc."
filed_at: "2026-06-16T20:35:29+00:00"
generated_at: "2026-06-16T20:36:14.882066+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# SGRP annual meeting: all directors reelected; say-on-pay and stock plan approved by slim margins

## Summary
- All seven director nominees elected with plurality; three nominees (Bode, Gillis, Houston) received ~8.8M votes for vs ~9.6M withhold.
- Advisory vote on executive compensation (say-on-pay) passed with 9,281,463 for and 9,207,915 against; margin of ~73k votes.
- 2026 Stock Compensation Plan approved with 9,355,921 for and 9,133,458 against; similar slim margin.
- Ratification of Grant Thornton as auditor passed overwhelmingly: 16,913,893 for, 31,024 against.
- Approximately 82.69% of outstanding shares were represented at the meeting; 25.1M shares outstanding.

## SEC filing metadata
- accession: 0001437749-26-020811
- form_type: 8-K
- ticker: SGRP
- cik: 0001004989
- company_name: SPAR Group, Inc.
- filed_at: 2026-06-16T20:35:29+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1004989/000143774926020811/0001437749-26-020811-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1004989/000143774926020811/sgrp20260611_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-26-020811
- JSON: https://secwatch.observer/filing/0001437749-26-020811.json
- Plain text: https://secwatch.observer/filing/0001437749-26-020811.txt

## Key facts
- Shareholder Votes
  SPAR Group, Inc. shareholders approved To ratify, on an advisory basis, the engagement and use of Grant Thornton LLP, as the principal independent registered accounting firm for the Corporation and its subsidiaries for the year ending December 31, 2026. at the 2026-06-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The Independent Registered Accounting Firm Proposal was voted as set forth below: Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 16,913,893 31,024 3,835,485 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1004989/000143774926020811/0001437749-26-020811-index.htm
- Shareholder Votes
  SPAR Group, Inc. shareholders approved To reelect seven Directors of SGRP to serve on SGRP's Board of Directors during the ensuing year and until their respective successors have been duly elected and seated on the Board at the 2026-06-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The Reelection of Directors Proposal was voted as set forth below: Shares Voted For Shares Voted Withhold Broker Non-Votes John Bode 8,853,799 9,661,273 2,265,330 James R. Brown, Sr. 11,222,991 7,292,081 2,265,330 Tim Cook 12,761,923 5,753,149 2,265,330 James R. Gillis 9,514,570 9,000,502 2,265,330 Linda Houston 8,851,316 9,663,756 2,265,330 Panagiotis Lazaretos 11,339,215 7,175,857 2,265,330 William Linnane 13,097,845 5,417,227 2,265,330
  evidence_url: https://www.sec.gov/Archives/edgar/data/1004989/000143774926020811/0001437749-26-020811-index.htm
- Shareholder Votes
  SPAR Group, Inc. shareholders approved To approve, on an advisory basis, the compensation of the Corporation’s Named Executive Officers, as disclosed in the Proxy Statement (i.e., 'Say on Pay'). at the 2026-06-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The Compensation Proposal was voted as set forth below: Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 9,281,463 9,207,915 25,694 2,265,330
  evidence_url: https://www.sec.gov/Archives/edgar/data/1004989/000143774926020811/0001437749-26-020811-index.htm
- Shareholder Votes
  SPAR Group, Inc. shareholders approved To consider, ratify and approve the Board of Directors' adoption of the 2026 Stock Compensation Plan. at the 2026-06-11 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The 2026 Stock Compensation Plan Proposal was voted as set forth below: Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 9,355,921 9,133,458 25,693 2,265,330
  evidence_url: https://www.sec.gov/Archives/edgar/data/1004989/000143774926020811/0001437749-26-020811-index.htm

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