Hyperscale Data Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| American |
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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On December 29, 2025, Hyperscale Data, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Meeting”). As of December 1, 2025, the record date for the Meeting, the Company had outstanding and entitled to vote (i) 323,323,914 shares of its Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), (ii) 24,468,726 shares of the Company’s Class B Common Stock, par value $0.001 per share, (iii) 3,000 shares of its Series B Convertible Preferred Stock, (iv) 50,000 shares of its Series C Convertible Preferred Stock, (v) 960 shares of its Series G Convertible Preferred Stock, and (vi) 4,000 shares of its Series H Convertible Preferred Stock, which together constitute all of the outstanding voting capital stock of the Company.
At the Meeting, the stockholders voted on five proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 4, 2025. At the Meeting, stockholders appointed six (6) directors and approved proposals 2, 3, 4 and 5, each of which were presented for a vote. In addition, proposal 6 set forth in the proxy statement for the Meeting to approve the adjournment of the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there not sufficient votes to approve other proposals before the Meeting was not presented at the Meeting, as there were sufficient votes present and cast in favor of such other matters to render such proposal moot. 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 stockholders.
Proposal One: The election of six director nominees named by the Company to hold office until the next annual meeting of stockholders.
| For | Against | Abstain | Broker Non-Votes | |||||
| Milton C. Ault, III | 162,345,130 | 3,282,170 | 280,495 | 94,706,521 | ||||
| William B. Horne | 162,542,944 | 2,954,347 | 410,504 | 94,706,521 | ||||
| Henry C. Nisser | 162,612,442 | 2,888,323 | 407,030 | 94,706,521 | ||||
| Robert O. Smith | 162,071,317 | 3,418,558 | 417,920 | 94,706,521 | ||||
| Jeffrey A. Bentz | 162,259,842 | 3,218,247 | 429,706 | 94,706,521 | ||||
| Mordechai Rosenberg | 162,145,993 | 3,331,327 | 430,475 | 94,706,521 |
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, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 247,848,230 | 8,362,279 | 4,403,806 | 1 |
Proposal Three: Approval of, on a non-binding advisory basis, the compensation of our named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||
| 162,021,748 | 3,539,133 | 346,914 | 94,706,521 |
Proposal Four: Approval of, on a non-binding advisory basis, the frequency of advisory approval of the compensation of our named executive officers.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 444,903 | 512,858 | 160,104,109 | 841,326 | 94,706,520 |
Following the Company’s receipt of the voting results on Proposal Four, the Company has determined to proceed with a frequency for voting on executive compensation of every three years.
Proposal Five: Approval of the Hyperscale Data, Inc. 2025 Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||
| 162,129,649 | 3,529,269 | 248,877 | 94,706,521 |
Proposal Six: Approval of the adjournment of the Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve other proposals before the Meeting.
At the Meeting, the proposal to approve the adjournment of the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were not sufficient votes to approve other proposals before the Meeting was moot as described above.
| 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.
| HYPERSCALE DATA, INC. | |
| Dated: December 29, 2025 |
/s/ Henry Nisser |
| Henry Nisser President and General Counsel |