---
schema_version: "secwatch.filing_event.v1"
accession: "0001641172-25-015572"
form_type: "8-K"
ticker: "SBC"
cik: "0001930313"
company_name: "SBC Medical Group Holdings Inc"
filed_at: "2025-06-18T23:59:59+00:00"
generated_at: "2026-05-19T03:33:39.281562+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# SBC Medical shareholders approve board declassification; all directors to stand for annual election from 2026

## Summary
- Shareholders approved declassification of board by ~92.7M votes for, 251 against; all directors' terms end at 2026 annual meeting.
- Directors Ken Edahiro and Mike Sayama re-elected but will serve only until 2026 due to declassification.
- Ratified MaloneBailey LLP as independent auditor for FY 2025 by ~92.7M votes for.
- Amended and restated certificate of incorporation filed to reflect board declassification.

## SEC filing metadata
- accession: 0001641172-25-015572
- form_type: 8-K
- ticker: SBC
- cik: 0001930313
- company_name: SBC Medical Group Holdings Inc
- filed_at: 2025-06-18T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1930313/000164117225015572/0001641172-25-015572-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1930313/000164117225015572/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001641172-25-015572
- JSON: https://secwatch.observer/filing/0001641172-25-015572.json
- Plain text: https://secwatch.observer/filing/0001641172-25-015572.txt

## Key facts
- Governance Changes
  SBC Medical Group Holdings Inc: Adoption of amended and restated charter to declassify the board of directors, ending director terms at the 2026 annual meeting and requiring annual election of all director nominees thereafter (effective 2025-06-13).
  - Change: charter amendment
  - Effective: 2025-06-13
  source text: As described under Item 5.07 of this Current Report on Form 8-K (the “Report”), SBC Medical Group Holdings Incorporated (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 13, 2025. At the Annual Meeting, upon the recommendation of the Company’s board of directors, the Company’s stockholders approved an the adoption of an amendment and restatement of the Company’s certificate of incorporation (the “Amended and Restated Charter”), which will declassify the board of directors such that the terms of all the Company’s current directors will end at the 2026 annual meeting of stockholders, and all director nominees will stand for election annually at and after the 2026 annual meeting of stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1930313/000164117225015572/0001641172-25-015572-index.htm

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