INNOVATIVE FOOD HOLDINGS INC 10-Q

Item 5. Other Information Trading Arrangements During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Annual Stockholders Meeting Results On May 19, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following three proposals: Proposal 1 - Election of Directors James C. Pappas, Mark Schmulen, Denver J. Smith, Loukas D. Kozonis and Gary Schubert were each elected to serve on the Board for a one-year term that expires at the 2027 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified. The final results of the voting were as follows: Director Nominee Votes For Votes Against Abstentions Broker Non-Votes James C. Pappas 32,141,895 833,394 20,000 11,437,467 Mark Schmulen 32,185,359 789,250 20,680 11,437,467 Denver J. Smith 32,029,206 833,394 132,689 11,437,467 Loukas D. Kozonis 32,144,020 830,589 20,680 11,437,467 Gary Schubert 32,189,443 785,846 20,000 11,437,467 Brady Smallwood was not nominated to stand for reelection as a director of the Company at the Annual Meeting. Accordingly, Mr. Smallwood retired as a director of the Company effective May 19, 2026. Proposal 2 - Ratification of Auditors The Company’s stockholders ratified the previous appointment by the Board of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the current fiscal year. The final results of the voting were as follows: Votes For Votes Against Abstentions Broker Non-Votes 43,683,536 432,524 316,696 - Proposal 3 - Say-on-Pay The Company’s executive compensation, by non-binding advisory vote, was approved. The final results of the voting were as follows: Votes For Votes Against Abstentions Broker Non-Votes 32,523,581 379,428 92,280 11,437,467 28 Table of Contents Item 6. Exhibits 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005). 3.2 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 16, 2011). 3.3 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report Form 8-K filed with the SEC on January 31, 2012). 3.4 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report Form 8-K filed with the SEC on January 23, 2018) 3.5 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report Form 8-K filed with the SEC on September 14, 2021) 3.6 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2023). 3.7 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report Form 8-K filed with the SEC on May 23, 2023) 31.1* Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Principal Executive and Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 29 Table of Contents 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, thereunto duly authorized. INNOVATIVE FOOD HOLDINGS, INC. Date: August 14, 2026 By: /s/ Gary Schubert Name: Gary Schubert Title: Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) 30