SBC Medical Group Holdings Inc. (SBC) reported a governance-focused update following its 2026 annual meeting of stockholders held on July 8, 2026, including a temporary Nasdaq compliance deficiency caused by a board departure, stockholder approval of charter amendments, adoption of amended bylaws, and election of directors. The company said that Mike Sayama decided not to seek re-election at the annual meeting, leaving SBC out of compliance with Nasdaq’s board independence and audit committee requirements. SBC notified Nasdaq’s Listing Qualifications Department on July 8, and on July 10 received written notice that, because Mr. Sayama no longer serves on the board or audit committee, the company does not currently satisfy Nasdaq Listing Rule 5605. Specifically, SBC’s board now has four members, only two of whom qualify as independent, and its audit committee has two independent directors rather than the required three. Nasdaq granted SBC a cure period under Listing Rules 5605(b)(1)(A) and 5605(c)(4). The company must regain compliance by the earlier of its next annual shareholders’ meeting or July 9, 2027. If the next annual meeting is held before January 5, 2027, SBC must demonstrate compliance no later than January 5, 2027. The company said the deficiency has no immediate effect on its Nasdaq listing, provided it otherwise complies with listing rules. SBC said its board is searching for a fifth independent director and intends to increase the board to five members once a suitable candidate is found. That new independent director is expected to join the audit, nominating and corporate governance, and compensation committees, replacing the committee positions previously held by Mr. Sayama. At the July 8 annual meeting, stockholders elected four directors to serve until the 2027 annual meeting. Yoshiyuki Aikawa received 90,426,406 votes for and 1,137,647 withheld; Yuya Yoshida received 90,404,411 votes for and 1,159,642 withheld; Ken Edahiro received 90,415,210 votes for and 1,148,843 withheld; and Fumitoshi Fujiwara received 89,910,053 votes for and 1,654,000 withheld. The director election proposal had 2,423,238 broker non-votes. Stockholders also ratified MaloneBailey, LLP as SBC’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification passed with 93,954,650 votes for, 20,612 against and 12,029 abstentions. In addition, SBC stockholders approved several amendments to the company’s certificate of incorporation. The approved changes eliminated the charter provision specifying that directors are elected by a plurality of votes cast, removed the provision stating directors may be removed only for cause, opted the company out of Section 203 of the Delaware General Corporation Law, added officer exculpation protections, and made other technical changes. The amended and restated certificate of incorporation became effective when filed with the Delaware Secretary of State on July 9, 2026. Vote totals for the charter amendments ranged from roughly 90.0 million to 90.6 million votes in favor, with opposition between about 979,599 and 1,534,035 votes, and abstentions of roughly 13,000 to 14,000 shares on each proposal. The company also adopted amended and restated bylaws on July 8, 2026. The bylaw revisions update quorum standards, advance notice procedures for stockholder nominations and business proposals, and meeting procedures. They also incorporate universal proxy requirements under Rule 14a-19, require additional information and representations from director nominees and nominating stockholders, limit the number of nominees that may be proposed for a special meeting to the number of seats up for election, and authorize the meeting chair, subject to board oversight, to determine whether nominations or business proposals comply with the bylaws. A notable governance change in the bylaws requires any director nominee who fails to receive a majority of votes cast in an uncontested election to tender a resignation. The nominating and corporate governance committee, or another board-designated committee, would then review the resignation and recommend action to the board. The bylaws also modernize provisions relating to board activity, clarify record dates and adjournment procedures, remove provisions now addressed in the amended charter, replace gender-specific pronouns, and make other ministerial and conforming changes. As of the May 20, 2026 record date, SBC had 102,576,943 shares of common stock outstanding and entitled to vote after deducting 270,000 shares held by a wholly owned subsidiary. A total of 93,987,291 shares were represented in person or by proxy at the annual meeting, constituting a quorum. The filing did not report any insider purchase, sale, option exercise, equity award, or transaction code; the reported actions were corporate governance changes and a Nasdaq compliance cure process tied to board composition.