BNB Standard Corporation filed a definitive proxy statement on October 28, 2026, calling a Special Meeting of Stockholders for December 4, 2026, to seek approval of two equity incentive plans that were not approved at the company's July 2026 meeting.

Key Highlights

  • Two proposals on the ballot: stockholders will vote on the CEA Industries Inc. 2025 Equity Incentive Plan and the BNB Standard Corporation 2026 Equity Incentive Plan.
  • Prior vote failed: both plan proposals were submitted at the July 22, 2026 meeting and neither received the required affirmative votes under the former bylaw standard.
  • Name change completed: the company changed its name from CEA Industries Inc. to BNB Standard Corporation effective September 29, 2026; its common stock continues to trade on NASDAQ:BNC.
  • Record date: only stockholders of record at the close of business on October 8, 2026 are entitled to vote at the Special Meeting.
  • Broker non-votes were decisive in July: 5,994,506 broker non-votes, approximately 24.3% of the 24,686,501 shares represented, counted as votes against each proposal under the former bylaw standard.
  • 2026 plan came close: the July Meeting 2026 Plan Proposal received 10,545,185 votes for, representing approximately 56.4% of the shares entitled to vote excluding broker non-votes, according to the filing.

Why BNB Standard Is Resubmitting Its Equity Plan Proposals

According to the proxy statement, both equity incentive plan proposals were put to a vote at the company's 2026 Special Meeting in Lieu of Annual Meetings of Stockholders held on July 22, 2026. Neither passed under the voting standard then in effect, which was set out in Section I.07 of the company's Amended and Restated Bylaws. That standard required the affirmative vote of a majority of shares represented at the meeting and entitled to vote, and it treated abstentions and broker non-votes as votes against a proposal. The filing notes that this standard "was originally adopted when the Company was a private company and had not been modified since that time."

The filing discloses the specific vote tallies from July. The 2026 plan proposal received 10,545,185 votes for, 7,241,066 votes against, 905,744 abstentions, and 5,994,506 broker non-votes. With approval requiring at least 12,343,251 affirmative votes out of 24,686,501 shares represented, the proposal fell short. The filing states that the 2026 plan proposal "would have been approved at the July Meeting if broker non-votes had not had the effect of votes against it, even with abstentions counted as votes against." The 2025 plan proposal received 5,979,996 votes for, alongside significantly more opposition, according to the partial vote data in the filing.

BNB Standard Corporation, formerly CEA Industries Inc., is headquartered at 385 South Pierce Avenue, Suite C, Louisville, Colorado 80027. The company's common stock trades on the Nasdaq Capital Market. The proxy statement and the company's Annual Report on Form 10-K for the fiscal year ended April 30, 2026, filed with the SEC on June 23, 2026, are described as the primary disclosure documents available to stockholders in connection with this Special Meeting.

What Was Disclosed

BNB Standard Corporation filed a definitive proxy statement seeking stockholder approval of two equity incentive plans at a December 4, 2026 virtual Special Meeting. Both plans had previously failed to receive the required votes at the July 22, 2026 meeting, primarily because of the effect of broker non-votes under the company's former bylaw voting standard.