DEF: TEN Holdings Schedules 2026 Annual Meeting, Director Elections

TEN Holdings, Inc. has announced its 2026 Annual Meeting of Stockholders, scheduled for October 29, 2026, to elect directors and ratify independent auditors.

Summary

• TEN Holdings, Inc. is holding its 2026 Annual Meeting of Stockholders on October 29, 2026, via live webcast.
• The meeting's agenda includes the election of four directors, ratification of AssentSure PAC as the independent registered public accounting firm for fiscal year 2026, and other business.
• Stockholders of record as of September 4, 2026, are entitled to vote.
• The company is utilizing internet availability for proxy materials, with paper copies available upon request.
• Key proposals include electing four directors and ratifying the appointment of AssentSure PAC as the independent auditor.
• The Board recommends voting FOR all director nominees and FOR the auditor ratification proposal.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, primarily due to the clear governance structure and proactive approach to auditor ratification, though it lacks significant financial performance updates.

Positives

• Proactive scheduling of the Annual Meeting and clear communication of agenda items.
• Emphasis on virtual meeting format to enhance stockholder participation and reduce environmental impact.
• Board composition includes independent directors, with a lead independent director role established.
• The Nominating and Corporate Governance Committee considers diversity in director selection.
• The Audit Committee is composed of independent directors, with one designated as an audit committee financial expert.
• The company has adopted a Compensation Recovery Policy compliant with Nasdaq's clawback rules.
• A clear process for stockholder communication with the Board is outlined, though not yet formalized.
• The company has a Code of Business Conduct and Ethics applicable to all directors, officers, and employees.

Negatives

• Several late filings of Section 16(a) reports by directors and officers are noted, indicating potential compliance oversight issues.
• The Board and Audit Committee held no meetings in 2025, relying on unanimous written consents, which may indicate limited active oversight during that period.
• The company is a smaller reporting company and has utilized scaled reporting requirements, which may limit the detail of executive compensation disclosures.

Risks

• Late filings of Section 16(a) reports by Mr. Virgilio D. Torres, Mr. Yuji Ishida, Mr. Gan Yong Sheng, and Ms. Christina M. Maldonado indicate potential compliance weaknesses.
• The company's reliance on virtual meetings for its annual meeting could pose challenges for stockholders with limited internet access or technical difficulties.
• The potential for broker non-votes on non-routine matters, such as director elections, could impact voting outcomes if stockholders do not provide specific instructions.

Future Outlook

The filing primarily concerns the upcoming Annual Meeting and does not contain specific forward-looking financial guidance. The election of directors and ratification of auditors are key upcoming events.

Management Comments

• "Your vote is important, and regardless of whether you plan to attend the Annual Meeting, I encourage you to review the materials carefully and submit your proxy."
• "Thank you for your continued support."
• "We have designed the format of the Annual Meeting to ensure that you are afforded the same rights and opportunities to participate as you would at an in-person meeting, using online tools to ensure your access and participation."
• "We believe that hosting a virtual meeting will facilitate stockholder attendance and participation by enabling stockholders to participate from any location around the world, improve our ability to communicate more effectively with our stockholders, provide for cost savings to us and to our stockholders, and reduce the environmental impact of our Annual Meeting."

Industry Context

StockSavvy.ai notes that TEN Holdings, Inc. is holding its annual meeting, a standard corporate governance event. The shift to a virtual meeting format aligns with broader industry trends favoring accessibility and cost-efficiency, especially post-pandemic. The focus on director elections and auditor ratification is typical for such meetings.

Comparison to Industry Standards

• The virtual meeting format is becoming a standard practice across many industries to increase accessibility and reduce costs, as seen with companies like Zoom Video Communications and many others adopting similar models.
• The election of directors and ratification of auditors are fundamental governance practices expected of all publicly traded companies, including those in the technology and services sectors.
• The establishment of independent committees (Audit, Compensation, Nominating & Governance) and the appointment of a lead independent director are in line with Nasdaq listing requirements and best practices for corporate governance.

Management Changes

Corporate Governance

Legal Proceedings

• Delinquent Section 16(a) reports were filed late for Mr. Virgilio D. Torres (initial and stock option grant), Mr. Yuji Ishida (initial), Mr. Gan Yong Sheng (initial), and Ms. Christina M. Maldonado (initial).

Related Party Transactions

• As of December 31, 2025, the Company had a receivable of $5.4 million due from V-Cube, Inc. (largest stockholder) for additional paid-in capital.
• Short-term loans payable to related parties as of December 31, 2025, included $465,000 to V-Cube, Inc., $120,000 to Naoaki Mashita, $1,665,000 to Wizlearn Technologies Pte. Ltd., and $2,321,000 to PAVE Education Pte. Ltd.
• During the year ended December 31, 2025, the Company paid $2.0 million of the aggregate principal amount of the loan with V-Cube, Inc.
• Interest on loans from related parties has a PIK feature and is added to the principal, all carrying a 6% rate.

Stakeholder Impact

• Shareholders: Voting rights on director elections and auditor ratification are central. The virtual meeting format aims to increase participation. Late Section 16 filings may raise concerns about transparency.
• Management: Executive compensation details are provided, including stock options and employment agreements. Changes in CEO and CFO roles are noted.
• Auditors: The ratification of AssentSure PAC is a key agenda item, with audit fees for 2024 and 2025 disclosed.

Next Steps

• Stockholders to vote on the election of four directors.
• Stockholders to vote on the ratification of AssentSure PAC as the independent registered public accounting firm for fiscal year 2026.
• Final voting results to be published in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting, focusing on governance matters like director elections and auditor ratification. It does not contain new financial performance data or strategic initiatives that would warrant a buy or sell recommendation. The late Section 16 filings are a minor concern but do not fundamentally alter the company's outlook based solely on this document.

Keywords

Annual Meeting, Proxy Statement, Director Election, Auditor Ratification, Corporate Governance, Stockholder Meeting, Virtual Meeting, Board of Directors