Energous Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 11, 2025, Energous Corporation d/b/a Energous Wireless Power Solutions (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast, at which the Company’s stockholders approved an amendment and restatement of the Energous Corporation Amended and Restated 2024 Equity Incentive Plan (as amended and restated, the “2024 Plan”). The 2024 Plan was amended to increase the number of authorized shares under the 2024 Plan by 2,000,000 shares. The 2024 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the 2024 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”). The summaries of the 2024 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on June 11, 2015, as a virtual meeting online via live audio webcast. At the Annual Meeting, there were 15,445,950 votes represented either in person or by proxy, or 47.4% of the votes entitled to be cast at the Annual Meeting, which represented a quorum. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:
Proposal 1. Election of four directors to the Board of Directors to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||
| David Roberson | 4,348,036 | 651,189 | 10,446,725 | ||||
| Mallorie Burak | 4,489,158 | 510,067 | 10,446,725 | ||||
| J. Michael Dodson | 4,345,907 | 653,318 | 10,446,725 | ||||
| Rahul Patel | 4,469,078 | 530,147 | 10,446,725 |
Proposal 2. Ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 14,944,269 | 423,369 | 78,312 | — |
Proposal 3. Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 3,562,705 | 1,345,997 | 90,523 | 10,446,725 |
Proposal 4. Approval, on a non-binding advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
| One Year | Two Years |
Three Years |
Abstentions | Broker Non-Votes | |||||
| 1,711,253 | 2,984,398 | 89,124 | 214,450 | 10,446,725 |
Proposal 5. Approval of the Energous Corporation Amended and Restated 2024 Equity Incentive Plan to increase the available share reserve by 2,000,000 shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 3,520,631 | 1,440,926 | 37,668 | 10,446,725 |
Proposal 6. Approval of an amendment to the Company’s second amended and restated certificate of incorporation, as amended, to effect a reverse stock split of its common stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Board of Directors in its discretion.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 8,937,659 | 6,297,288 | 211,003 | — |
Proposal 7. Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposals 5 or 6.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 11,647,173 | 3,428,766 | 370,011 | — |
As indicated in Proposal 4 above, approximately 62.4% of the votes cast by stockholders were voted, on an advisory basis, in favor of holding an advisory vote to approve the compensation of the Company’s named executive officers every two years. In light of these results, the Board of Directors determined that the Company will hold an advisory vote to approve the compensation of the Company’s named executive officers every two years until the next required vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Energous Corporation Amended and Restated 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) |
SIGNATURES
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.
| ENERGOUS CORPORATION | ||
| Date: June 13, 2025 | By: | /s/ Mallorie Burak |
| Name: | Mallorie Burak | |
| Title: | Chief Executive Officer and Chief Financial Officer | |