FreeCast, Inc. has reported the resignation of William P. Jennings, Jr. from the company's board of directors and all associated committees, effective November 6, 2026. Mr. Jennings served as the Chairman of the Audit Committee and a member of the Compensation Committee.
In his resignation notice, Mr. Jennings cited the significant time commitment and responsibility required for the role, as well as the absence of compensation for non-employee directors. He stated that he no longer believed it made sense to continue in these positions without an approved compensation arrangement. The company noted that while preliminary proposals regarding director compensation had been discussed, no arrangement had been approved as of the date of the resignation.
The departure of Mr. Jennings has resulted in the Audit Committee currently consisting of only one member. This reduction in committee size has caused the company to fall out of compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires a minimum of three members for an audit committee. FreeCast intends to rely on a cure period provided by Nasdaq to address this noncompliance.
The company has identified a replacement candidate who has agreed to serve and is qualified to meet the requirements of an "audit committee financial expert" and satisfy Nasdaq's financial sophistication criteria. Subject to formal approval by the Board, FreeCast expects to appoint this individual as a director and as the Chairperson of the Audit Committee, effective November 17, 2026. The company anticipates that this appointment will restore compliance with the applicable listing rules.
