Applied Digital Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$APLD
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 5.02. | Compensatory Arrangements of Certain Officers. | ||||
First Amendment to 2024 Omnibus Equity Incentive Plan
On November 5, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s 2024 Omnibus Equity Incentive Plan (the “First Amendment”). The Board had previously approved the First Amendment, subject to stockholder approval, and the First Amendment became effective upon such stockholder approval.
The First Amendment was summarized in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 22, 2025 (the “Proxy Statement”) under the heading “PROPOSAL 4: THE APPROVAL OF THE AMENDMENT TO THE 2024 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 15,000,000 SHARES,” which description is incorporated herein by reference.
The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
1. The election of each of Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg as directors to hold office until the Company’s 2026 Annual Meeting of Stockholders, in each case, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term. The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Wes Cummins | 120,012,182 | 962,572 | 64,334,458 | ||||||||
| Ella Benson | 117,361,685 | 3,613,069 | 64,334,458 | ||||||||
| Chuck Hastings | 117,356,855 | 3,617,899 | 64,334,458 | ||||||||
| Rachel Lee | 117,841,328 | 3,133,426 | 64,334,458 | ||||||||
| Douglas Miller | 120,172,138 | 802,616 | 64,334,458 | ||||||||
| Richard Nottenburg | 110,352,783 | 10,621,971 | 64,334,458 | ||||||||
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2. The votes were cast as follows with respect to the proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2026:
| Votes For | Votes Against | Abstentions | ||||||
| 184,274,121 | 521,506 | 513,585 | ||||||
3. The votes were cast as follows with respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 63,373,101 | 57,050,059 | 551,594 | 64,334,458 | ||||||||
4. The votes were cast as follows with respect to the proposal to approve the First Amendment:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 115,713,356 | 4,841,785 | 419,613 | 64,334,458 | ||||||||
5. The votes were cast as follows with respect to the proposal to approve the Certificate of Amendment:
| Votes For | Votes Against | Abstentions | ||||||
| 175,797,202 | 8,692,330 | 819,680 | ||||||
6. The votes were cast as follows with respect to the proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals:
| Votes For | Votes Against | Abstentions | ||||||
| 134,078,050 | 50,192,159 | 1,039,003 | ||||||
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
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SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: November 6, 2025 | By: | /s/ Saidal Mohmand | |||||||||
| Name: | Saidal Mohmand | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
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