TOYO Co., Ltd filed a Form 6-K on October 30, 2026, reporting the resignation of director Anders Karlsson, the appointment of independent director June Han to the Audit Committee, and the company's disclosure of its Nasdaq home country practice exemptions.

Key Highlights

  • Karlsson resignation: Anders Karlsson resigned as director and Audit Committee member on September 18, 2026, effective November 1, 2026.
  • No disagreement cited: According to the filing, Karlsson's resignation "was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices."
  • Han appointed: On October 30, 2026, the board appointed existing independent director June Han to the Audit Committee, also effective November 1, 2026.
  • Independence confirmed: The filing states Ms. Han satisfies Nasdaq Rule 5605(c)(2) independence requirements and Rule 10A-3 of the Securities Exchange Act of 1934.
  • Home country exemptions: The company disclosed it follows Cayman Islands practices in lieu of five specific Nasdaq Marketplace Rules, including those on annual shareholder meetings, proxy solicitation, shareholder approval for certain issuances, and independent director board composition requirements.
  • Counsel confirmation: Cayman Islands counsel Harney Westwood and Riegels provided a letter confirming these practices are not prohibited under Cayman Islands law or the company's memorandum and articles of association.

TOYO Co. Audit Committee Transition and Governance Disclosures

TOYO Co., Ltd (NASDAQ:TOYO), incorporated in the Cayman Islands, reported two board-level changes in its October 30, 2026 Form 6-K filing covering the month of September 2026. Anders Karlsson submitted his resignation from the board and the Audit Committee on September 18, 2026, with an effective date of November 1, 2026. The company explicitly stated that his departure was not tied to any disagreement over operations, policies, or practices.

To fill the Audit Committee vacancy, the board acted on October 30, 2026, appointing June Han, who was already serving as an independent director of the company. Her membership on the Audit Committee also takes effect November 1, 2026. The filing confirms she meets the independence criteria under both the applicable Nasdaq Stock Market Rule and the Securities Exchange Act of 1934, as amended.

The filing also sets out, in detail, the Nasdaq corporate governance requirements from which the company has elected exemption under Nasdaq Marketplace Rule 5615(a)(3)(A). These include rules on holding annual shareholder meetings within one year of fiscal year-end, proxy solicitation requirements, shareholder approval thresholds for certain securities issuances, the requirement that a majority of the board be independent directors, and the requirement for regularly scheduled meetings of independent directors only. The company noted that, except for these disclosed exemptions, "there are no significant differences in the Company's corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market." The filing was signed by Takahiko Onozuka, Director and Chief Executive Officer.

What Was Disclosed

TOYO Co., Ltd disclosed the resignation of director Anders Karlsson, the appointment of June Han to the Audit Committee, both effective November 1, 2026, and provided an updated statement of its Cayman Islands home country governance exemptions from five specific Nasdaq rules.