SBC Medical Group Shareholders Approve Board, Charter Changes at Annual Meeting

Key Points

• SBC Medical Group held its 2026 annual meeting virtually and established a quorum, with shareholders voting on seven proposals including board elections and charter amendments.
• All director nominees were elected, and shareholders ratified MaloneBailey LLP as the company’s independent auditor for fiscal 2026.
• Shareholders also approved multiple charter changes, including eliminating plurality voting for directors, removing the “for cause” director removal requirement, opting out of Delaware Section 203, and adding exculpation for officers.

SBC Medical Group NASDAQ: SBC held its 2026 annual meeting of stockholders in a virtual format, with Chairman and Chief Executive Officer Yoshiyuki Aikawa presiding over the meeting.

Aikawa said the virtual format was intended to be “more inclusive” and allow the company to reach a greater number of stockholders. He was joined by current directors Yuya Yoshida, who also serves as Chief Financial Officer and Chief Operating Officer, Ken Edahiro, Mike Sayama and Fumitoshi Fujiwara. Kotaro Okamoto, head of legal, served as secretary of the meeting.

Okamoto said representatives of MaloneBailey LLP, the company’s independent auditors, were present and available for appropriate questions during the question-and-answer portion. Christina Kadirov of the Career Group served as Inspector of Election.

Quorum Established for Annual Meeting

Okamoto said the company’s board of directors had fixed May 28, 2026, as the record date for determining stockholders entitled to vote. As of that date, 102,576,943 shares of common stock were outstanding and entitled to vote at the meeting.

According to Okamoto, the Inspector of Election informed the company that shares representing a majority of all outstanding stock entitled to vote were present in person or by proxy. As a result, a quorum was present and the meeting was duly convened.

Okamoto also noted that portions of the meeting could include forward-looking statements and directed stockholders to the company’s latest filings with the U.S. Securities and Exchange Commission for discussion of risks that could cause actual results to differ from expectations.

Seven Proposals Presented to Stockholders

Stockholders were asked to vote on seven proposals described in the company’s proxy statement dated May 28, 2026. The proposals included the election of directors, ratification of the company’s independent auditor and several amendments to the company’s current charter.

• Election of Yoshiyuki Aikawa, Yuya Yoshida, Ken Edahiro and Fumitoshi Fujiwara as directors to serve until the 2027 annual meeting of stockholders or until successors are duly elected and qualified.
• Ratification of the appointment of MaloneBailey LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
• Amendment of the current charter to eliminate the plurality voting requirement for the election of directors.
• Amendment of the current charter to eliminate the provision stating directors may be removed only for cause.
• Amendment of the current charter to opt out of Section 203 of the Delaware General Corporation Law.
• Amendment of the current charter to provide for exculpation of officers.
• Other technical amendments to the current charter.

Okamoto said the board recommended that stockholders vote in favor of each director nominee and in favor of proposals two through seven. He also said no additional candidates or proposals had been properly brought before the meeting.

Preliminary Results Show All Proposals Approved

After the polls were closed by Aikawa, Okamoto said the Inspector of Election had provided a preliminary vote report showing that all director nominees had been duly elected.

Okamoto also said the appointment of MaloneBailey LLP as the company’s independent registered accounting firm had been ratified, and all proposals related to amendments of the current charter had been approved.

The company said it would report the final vote results in a Form 8-K to be filed within four business days.

Following the formal business, Aikawa adjourned the official portion of the annual meeting. Okamoto then opened the floor for stockholder questions but said there appeared to be no questions. The meeting was then concluded.

About SBC Medical Group NASDAQ: SBC

SBC Medical Group, Inc is a publicly traded healthcare management services company listed on the Nasdaq under the ticker SBC. The company specializes in supporting in-office ancillary service providers by offering a suite of administrative and operational solutions designed to streamline practice management and enhance revenue performance. Its core mission is to help physician practices, imaging centers and other ancillary service providers focus on patient care while outsourcing complex back-office functions.

The company's primary offerings include revenue cycle management, medical billing and coding, compliance oversight and transcription services.

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