DEF: Verde Resources Sets 2026 Annual Meeting, Proposes Key Governance Changes

Verde Resources, Inc. announces its 2026 Annual Meeting of Stockholders to be held virtually on February 25, 2026, where shareholders will vote on director elections, executive compensation, and significant corporate governance amendments.

Summary

• The 2026 Annual Meeting of Stockholders for Verde Resources, Inc. will be held virtually on February 25, 2026, at 10:00 a.m. Eastern Time.
• Stockholders will vote on 11 proposals, including the election of incumbent directors, ratification of J&S Associate PLT as the independent auditor for fiscal year 2026, and advisory votes on executive compensation and its frequency (Board recommends 3 years).
• Significant corporate governance proposals include granting the Board authority to fix rights and preferences of preferred stock, establishing director numbers and vacancy procedures, and opting out of certain Nevada anti-takeover statutes (NRS 78.378-78.3793 and NRS 78.411-78.444).
• Further governance proposals seek to establish limitations on director and officer liability for breach of fiduciary duty (excluding intentional misconduct, fraud, or knowing violation of law) and define the company's indemnification duties.
• Approval is also sought for the adoption of the Verde Resources, Inc. 2026 Equity Incentive Plan, which will initially make 129,422,477 shares available for future awards.
• The Board unanimously recommends a vote FOR all director nominees and FOR the approval of all proposals, with a 3-YEAR vote for the frequency of future advisory votes on executive compensation.

Sentiment

Score: 6

Explanation: The filing outlines necessary steps for corporate governance and a Nasdaq uplisting, which are generally positive for long-term growth and transparency. However, concerns exist regarding the current lack of independent directors, late SEC filings by management, and proposals that could weaken shareholder protections against takeovers or limit director/officer liability. The strategic shift into the carbon sector is promising but still in early stages.

Positives

• The company is actively seeking additional independent director candidates to meet Nasdaq listing requirements, indicating a commitment to improved corporate governance.
• The Board adopted a Compensation Recovery Policy (clawback policy) on October 23, 2025, aligning with federal securities laws and listing standards.
• The proposed 2026 Equity Incentive Plan includes stockholder-friendly governance provisions, such as prohibiting repricing of stock options and SARs without stockholder approval, and imposing a $75,000 annual limit on non-employee director awards (after the first year).
• The proposed 'Blank Check Preferred Stock' is intended to provide maximum financial and strategic flexibility for future capital raising efforts.
• The company is strategically transitioning into the carbon sector and Net Zero building materials, aligning with growing market trends in sustainability.

Negatives

• Several executive officers and directors, including Jack Wong, Eric Bava, Sherina Chui, Jeremy P. Concannon, Karl Strahl, and Dr. Raymond Lee Powell, filed late Section 16(a) beneficial ownership reports.
• The company has not yet established Compensation, Audit, and Nominations and Corporate Governance committees, nor does it have an Audit Committee financial expert, which are typically required for Nasdaq listing.
• Only one of the four current directors, Dr. Raymond Lee Powell, is deemed independent, requiring the company to appoint additional independent directors to meet Nasdaq Marketplace Rules.
• Proposals 7 and 8 involve electing not to be governed by certain Nevada Revised Statutes (NRS 78.378-78.3793 and NRS 78.411-78.444), which are designed to impede unfriendly corporate takeovers, potentially making the company more vulnerable.
• Proposal 9 seeks to establish limitations on the personal liability of directors and officers for damages due to breach of fiduciary duty, except for intentional misconduct, fraud, or knowing violation of law, which could reduce accountability.

Risks

• Failure to obtain stockholder approval for the 'Blank Check Preferred Stock' (Proposal 5) could adversely impact the company's ability to raise necessary funds to meet stock exchange listing requirements or to operate and pursue strategic opportunities.
• The issuance of preferred stock, if approved, could dilute the voting power or rights of existing common stockholders and potentially be used as an anti-takeover measure, delaying or preventing a change in control.
• Electing not to be governed by Nevada Revised Statutes 78.378 to 78.3793 (Control Share Act) and 78.411 to 78.444 (Business Combinations with Interested Stockholders) could make the company more susceptible to hostile takeovers or business combinations not supported by the Board.
• Establishing limitations on director and officer liability (Proposal 9) might discourage stockholders from bringing lawsuits for breach of fiduciary duties, potentially harming the company and stockholders if the company bears settlement costs.
• The 2026 Equity Incentive Plan includes an 'evergreen provision' allowing for annual increases in the number of shares available for awards, which could lead to future dilution of existing shareholder interests.
• The company is undergoing a Nasdaq uplisting process and faces the risk of not meeting all Nasdaq Marketplace Rules, particularly regarding director independence and the establishment of required board committees, which could impact its listing eligibility.

Future Outlook

Verde Resources is actively pursuing a listing on the Nasdaq Capital Market (Uplisting) and plans to establish key board committees and appoint additional independent directors to meet Nasdaq Marketplace Rules. The company intends to file its Amended and Restated Articles of Incorporation, if approved by stockholders, to enhance corporate governance flexibility, including the ability to issue preferred stock for future financing. The newly proposed 2026 Equity Incentive Plan is designed to incentivize employees and directors, with an evergreen provision for future share reserve increases. The company also plans to hold advisory votes on executive compensation triannually.

Management Comments

• "On behalf of the board of directors and management of Verde Resources, Inc., you are invited to virtually attend our 2026 Annual Meeting of Stockholders."
• "Your vote is important. Regardless of whether you plan to attend the Annual Meeting, please read the accompanying proxy statement and then submit your proxy to vote by Internet or mail as promptly as possible."
• "On behalf of our board of directors and management, I would like to express our appreciation for your support of Verde."
• "We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance from any location in the world."
• "We are actively seeking additional independent director candidates in connection with the Uplisting in order to meet the requirements of the Nasdaq Marketplace Rules."
• "A special bonus of $1.25 million was awarded in fiscal year 2025 in recognition of Mr. Jack Wong’s contributions in transforming us into a pioneer in the Net Zero building materials and carbon removal industry."
• "The Board believes that the Blank Check Preferred Stock will provide maximum financial and strategic flexibility with respect to future financing transactions."
• "The Company does not believe it is in the best interests of stockholders for the Company to be subject to the Control Share Act for the reasons as described above."
• "We believe to the fullest extent permitted by NRS 78, the Company should ensure that our directors and officers will not be personally liable to the Company or its stockholders for damages for breach of fiduciary duty as a director or officer, without limiting (or eliminating) any such liability of our directors and officers for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law."
• "We believe that equity-based awards are an important part of our overall compensation program and want to ensure that we have a modern equity program and a sufficient number of shares available to adequately incentivize our officers, employees, directors and consultants."

Industry Context

Verde Resources is strategically positioning itself within the growing carbon sector and Net Zero building materials industry. The involvement of executives like Karl Strahl, who has been instrumental in commercializing biochar-based carbon credits and launching insured biochar carbon removal credits, and Dr. Raymond Lee Buzz Powell, who provides technical guidance on biochar-integrated asphalt technologies, highlights the company's focus on environmental sustainability and innovative climate solutions. This aligns with increasing global demand for green technologies and carbon mitigation strategies, indicating a strategic pivot towards a high-growth, environmentally conscious market segment.

Comparison to Industry Standards

• The company is currently not fully compliant with Nasdaq Marketplace Rules for listed companies, as only one of its four directors is independent, and it has not yet established Compensation, Audit, and Nominations and Corporate Governance committees. This is below the governance standards typically expected of publicly traded companies on major exchanges.
• The proposed 2026 Equity Incentive Plan includes 'stockholder-friendly governance provisions' such as prohibiting repricing of stock options and SARs without stockholder approval and a $75,000 limit on non-employee director awards (after the first year), which are generally considered best practices in executive compensation.
• The adoption of a Compensation Recovery Policy (clawback policy) aligns with the Dodd-Frank Act and is a standard corporate governance practice for public companies.
• The proposals to opt out of Nevada's Control Share Act and Business Combination statutes (NRS 78.378-78.3793 and NRS 78.411-78.444) deviate from typical anti-takeover protections found in many corporate charters, which could be viewed as less protective of shareholders in the event of a hostile takeover attempt compared to companies that retain such provisions.

Management Changes

Corporate Governance

Legal Proceedings

• There are no material proceedings in which any of the company's directors, officers, or affiliates, or any associate thereof, is a party adverse to the company or its subsidiaries or has a material interest adverse to the company or its subsidiaries.

Related Party Transactions

• Sale of property located at 1138 Wildhorse Parkway Drive, Chesterfield, Missouri 63005, owned by Verde Renewables Inc (VRI), to Mr. Jack Wong (Chairman and CEO) for $857,500 in the fiscal year ended June 30, 2025, resulting in a gain on disposal of $161,156 for the company.
• Settlement of a $675,888 debt owed by the company's former indirect wholly-owned subsidiary, Champmark Sdn Bhd, to Borneo Oil Corporation Sdn. Bhd. (a wholly-owned subsidiary of Borneo Oil Berhad, which holds 13.4% of the company's common stock) by issuing 9,655,542 restricted common shares to Borneo Oil Berhad on August 16, 2024.
• Amount due to Mr. Jack Wong (Chairman and CEO) was $209,640 as of June 30, 2025, an increase from $4,188 as of June 30, 2024.

Stakeholder Impact

• Shareholders: Will directly vote on significant corporate governance changes, including potential dilution from preferred stock and the equity incentive plan, and changes to anti-takeover protections and director/officer liability. The Nasdaq uplisting efforts could enhance liquidity and valuation, but the governance proposals require careful consideration regarding their long-term impact on shareholder rights and company control.
• Employees, Officers, and Directors: Will benefit from the proposed 2026 Equity Incentive Plan, providing opportunities for equity ownership and aligning their interests with the company's performance. The proposed limitations on director and officer liability and indemnification provisions aim to protect them from certain legal exposures.
• Creditors: The settlement of a significant related-party debt through share issuance impacts the company's capital structure and ownership. Future capital raises via preferred stock could alter the company's debt-to-equity ratio and financial risk profile.
• Customers and Suppliers: The company's strategic focus on the carbon sector and Net Zero building materials could lead to new product offerings and market opportunities, potentially impacting customer base and supply chain relationships in the green technology space.

Next Steps

• Stockholders are to submit their proxy votes by Internet or mail as promptly as possible, with Internet voting closing on February 24, 2026.
• Stockholders will attend and vote at the virtual 2026 Annual Meeting on February 25, 2026.
• If approved by stockholders, the company intends to file the Amended and Restated Articles of Incorporation with the Secretary of State of Nevada as soon as practicable following the Annual Meeting.
• The company intends to file with the SEC a registration statement on Form S-8 covering the shares of common stock issuable under the 2026 Equity Incentive Plan.
• The company will announce voting results at the Meeting and file a Current Report on Form 8-K announcing the voting results.
• The company will continue actively seeking additional independent director candidates to meet Nasdaq Marketplace Rules.
• The company hopes to establish Compensation, Audit, and Nominations and Corporate Governance committees and appoint an Audit Committee financial expert in connection with the Nasdaq Uplisting.
• The company intends to hold future advisory 'say-on-pay' votes on executive compensation on a triannual basis.

Key Dates

Recommendation

The filing outlines necessary steps for corporate governance and a Nasdaq uplisting, which are generally positive for long-term growth and transparency. The strategic pivot into the carbon sector and Net Zero building materials is promising, aligning with global trends. However, concerns exist regarding the current lack of independent directors, late SEC filings by management, and proposals that could weaken shareholder protections against takeovers or limit director/officer liability. A 'Hold' recommendation allows investors to observe the execution of the uplisting and strategic initiatives while monitoring governance improvements and the impact of proposed charter amendments.

Keywords

SEC filing, proxy statement, annual meeting, corporate governance, executive compensation, director election, independent auditor, equity incentive plan, preferred stock, anti-takeover, Nevada Revised Statutes, Nasdaq uplisting, carbon sector, Net Zero building materials, Verde Resources