On September 4, 2025, Visionary Holdings Inc. (NASDAQ: GV) successfully held its 2024/2025 Annual General Meeting (AGM) via Zoom, which ran from 10:00 to 12:30 Eastern Time (UTC-4). The meeting was chaired by Dr. Joey Ng and attracted extensive shareholder participation. According to the verification by teller Qilun Wu, the total voting rights represented by attending shareholders and proxies were 717,902 for Class A shares and 151,666,800 for Class B shares, accounting for 97.83% of the company’s total voting rights. This meets the quorum requirements under the Business Corporations Act (Ontario) 1990 and the company’s Articles of Incorporation, ensuring the meeting’s legality and validity.
The meeting deliberated on a series of key proposals related to the company’s development, with voting conducted through a combination of on-site and email ballots. The entire vote-counting process was supervised by teller Qilun Wu and scrutineer Kelly Xu to ensure fairness and transparency.
In the first proposal, shareholders reviewed the company’s 2024-2025 fiscal year (April 1, 2024 – March 31, 2025) financial report audited by Assentsure PAC, as well as the board of directors’ annual work report on operational management, governance, and strategic implementation. The proposal was approved with a high vote, exceeding two-thirds of the valid voting rights held by attending shareholders, reflecting shareholders’ recognition of the company’s financial performance and the board’s work over the past year.
The proposal to reappoint Assentsure PAC as the auditor for the 2025-2026 fiscal year (April 1, 2025 – March 31, 2026) was also successfully passed. The audit fee remains consistent with the previous fiscal year, and the scope of services includes annual financial statement auditing, SEC periodic report auditing, and internal control effectiveness assessment. Shareholders recognized Assentsure PAC’s past performance and agreed to its continued provision of professional audit services.
The high-profile proposal for the election of the next board of directors was also approved with a high vote. Five incumbent candidates (Kealey Donald M, Jun Huang, Fan Zhou, William T Chai, Jiena Zhang) and two new candidates (Sheila Xu, Dvisha Patel) were elected as members of the next board of directors for a one-year term, effective from the date of this AGM resolution until the conclusion of the 2025-2026 annual general meeting. This result demonstrates shareholders’ trust in the capabilities of both new and returning directors, who are expected to lead the company into a new phase of development.
During the meeting, after verification by the company’s board secretariat and legal team, no valid shareholder proposals complying with SEC Rule 14a-8 under the U.S. Securities Exchange Act were received by August 24, 2025 (10 days before the meeting). Thus, the relevant proposal was terminated without voting. Meanwhile, the proposal on statutory matters – including confirming the legal validity of the resolutions of the special general meeting held on July 24, 2025, confirming the legal validity of the company’s ByLaw No.3, and confirming the compliance of the company’s 2024-2025 fiscal year information disclosure documents (excluding the unauthorized 6-K filings made by certain directors from March 26 to 28, 2025) – was approved with over two-thirds of the valid voting rights held by attending shareholders. In addition, the legal team verified that no valid interim proposals submitted in writing by shareholders holding 5% or more of the shares 10 days before the meeting were received, so the proposal on handling other legally submitted interim matters was also terminated without voting.
Visionary Holdings Inc. stated that the meeting was fully recorded (audio and video), and the meeting minutes will be uploaded to the “Investor Relations – AGM – Meeting Materials” section of the company’s official website (www.visionary.holdings) within 5 business days for shareholder review. Shareholders with questions about the meeting resolutions, company operations, or governance may contact the investor relations team via email at [email protected] or hotline +1-905-305-1881, and the company undertakes to provide a written response within 3 business days. Furthermore, the next board of directors will hold its first meeting within 3 days after this AGM to deliberate and confirm the appointments of the Chairman, Vice chairman, Managing Director, Board Secretary, and members of specialized committees (Audit, Nomination, Compensation, Investment), as well as appoint senior management such as CEO, Co-CEO, COO, CFO, and VP. Relevant resolutions will be disclosed within 48 hours after the meeting. All resolutions of this AGM comply with the Business Corporations Act (Ontario) 1990, relevant rules of the U.S. SEC and NASDAQ, and the company’s Articles of Incorporation, and shall take effect immediately upon adoption. The company will also disclose the resolutions and voting details on the “Investor Relations” section of its official website and the SEC EDGAR system in accordance with regulations to ensure information transparency and openness.
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