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): November 13, 2025

    

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-35392	04-3625550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Triton Towers Two 700 S. Renton Village Place Seventh Floor
Renton, Washington		98057
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 425 462-1094

    

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	RLGT	NYSE American LLC

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. ☐

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

At the annual meeting of stockholders of the Company held on November 13, 2025, the holders of our outstanding common stock took the actions described below. As of the record date for the annual meeting, 47,233,388 shares of common stock were issued and outstanding, each entitled to one vote per share.

The stockholders elected Bohn H. Crain, Richard P. Palmieri, Michael Gould, and Kristin E. Toth to serve on our board of directors until the 2026 annual meeting of stockholders and their successors have been duly elected and qualified. The results of the voting are as follows:


Name	For		Against		Abstain	Broker Non-Votes
Bohn H. Crain		35,895,927		430,027	25,763		5,281,703
Richard P. Palmieri		33,752,445		2,573,081	26,191		5,281,703
Michael Gould		35,967,756		357,769	26,192		5,281,703
Kristin E. Toth		35,967,506		346,215	37,996		5,281,703

The stockholders approved a proposal to ratify the selection of Baker Tilly US, LLP as our independent auditor for the 2026 fiscal year. The results of the voting are as follows:


For		Against		Abstain	Broker Non-Votes
	41,418,855		187,172	27,393		None

The stockholders approved, on an advisory basis, our executive compensation. The results of the voting are as follows:


For		Against		Abstain	Broker Non-Votes
	34,773,560		658,203	919,954		5,281,703

The stockholders approved, on an advisory basis, the frequency of the advisory approval of executive compensation. The results of the voting are as follows:


3 Years	2 Years		1 Year		Abstain	Broker Non-Votes
4,859,949		27,807		31,178,828	285,133		5,281,703

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.


			Radiant Logistics, Inc.

Date:	November 19, 2025	By:	/s/ Todd Macomber
			Todd Macomber Senior Vice President and Chief Financial Officer

RADIANT LOGISTICS, INC 8-K