Ondas Holdings Inc. 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.
At the 2024 Annual Meeting of Stockholders of Ondas Holdings Inc. (the “Company”) held on November 18, 2024 (the “Annual Meeting”), stockholders of the Company approved an amendment to the Ondas Holdings Inc. 2021 Stock Incentive Plan (the “2021 Plan”) to increase the number of shares of the Company’s common stock, par value of $0.0001 per share (“Common Stock”), authorized for issuance under the 2021 Plan from 8,000,000 shares of Common Stock to 11,000,000 shares of Common Stock (the “Plan Amendment”). The Board of Directors of the Company adopted the Plan Amendment on October 17, 2024, subject to stockholder approval.
A description of the material terms and conditions of the Plan Amendment is set forth on page 23 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 18, 2024 (the “Proxy Statement”), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the Annual Meeting. Each stockholder of Common Stock was entitled to one vote on each matter properly presented at the Annual Meeting for each share of Common Stock owned by that stockholder on the record date.
Proposal 1 – a proposal to elect five directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Vote | |||
| Eric A. Brock | 33,684,168 | 159,063 | 19,950,312 | |||
| Richard M. Cohen | 32,220,071 | 1,623,160 | 19,950,312 | |||
| Joseph Popolo | 33,749,686 | 93,545 | 19,950,312 | |||
| Randall P. Seidl | 32,221,478 | 1,621,753 | 19,950,312 | |||
| Jaspreet Sood | 28,655,260 | 5,187,971 | 19,950,312 |
Proposal 2 – a proposal to ratify the selection of Rosenberg Rich Baker Berman, P.A. as the Company’s independent certified public accountants for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 53,302,812 | 129,454 | 361,277 | N/A |
Proposal 3 – a proposal to obtain advisory approval of the Company’s executive compensation.
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 33,064,331 | 639,936 | 145,656 | 19,943,620 |
Proposal 4 – a proposal to approve an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan.
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 32,414,398 | 1,368,251 | 67,274 | 19,943,620 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1+ | Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Management Compensatory Plan |
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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.
| Date: November 18, 2024 | ONDAS HOLDINGS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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