Form 8-K TurnOnGreen, Inc. For: Sep 18
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On September 18, 2026, TurnOnGreen, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on July 30, 2026, the record date for the Annual Meeting, the Company had outstanding and entitled to vote (i) 183,983,122 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) 25,000 shares of the Company’s Series A Convertible Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), which together with the Common Stock constitute all of the outstanding voting capital stock of the Company.
At the Annual Meeting, the shareholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 26, 2026. At the Annual Meeting, shareholders appointed three (3) directors and approved proposals 2, 3 and 4, each of which was presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s shareholders.
Proposal One: The election of three (3) director nominees named by the Company, each to hold office and serve as a member of the Board of Directors of the Company (the “Board”) until the next annual meeting of shareholders.
| For | Withhold | Broker Non-Votes | |||||||
| Amos Kohn | 118,058,274 | 3,418,373 | 40,276,766 | ||||||
| Marcus Charuvastra | 118,159,427 | 3,317,220 | 40,276,766 | ||||||
| Douglas Gintz | 118,126,673 | 3,349,974 | 40,276,766 |
Proposal Two: The ratification of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| For | Against | Abstain | Broker Non-Votes | ||||
| 154,193,325 | 2,474,318 | 5,085,770 |
Proposal Three: The approval of an amendment to the Articles of Incorporation of the Company to effect a reverse stock split of the shares of Common Stock by a ratio of not less than one-for-fifty and not more than one-for-five hundred at any time prior to December 31, 2028, with the exact ratio to be set at a whole number within this range as determined by the Board in its sole discretion.
| For | Against | Abstain | Broker Non-Votes | ||||
| 150,023,848 | 11,381,945 | 347,620 |
Proposal Four: The approval of the TurnOnGreen, Inc. 2026 Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | ||||
| 116,348,094 | 3,763,657 | 1,364,896 | 40,276,766 |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
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 hereunto duly authorized.
| TurnOnGreen, Inc. | ||
| Dated: September 18, 2026 | /s/ Amos Kohn | |
|
Amos Kohn Chief Executive Officer and Chairman | ||
ATTACHMENTS / EXHIBITS
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