Polar Power Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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.
As disclosed in Item 5.07 below, the stockholders of Polar Power, Inc. (the “Company”) approved the Polar Power, Inc. 2026 Equity Incentive Plan (the “2026 Plan”) at the 2025 annual meeting of stockholders (the “Annual Meeting”) of the Company on December 15, 2025. The 2026 Plan was summarized in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 14, 2025 (the “Proxy Statement”) under the heading “Proposal Three - APPROVAL OF THE POLAR POWER, INC. 2026 EQUITY INCENTIVE PLAN” and reflected in Appendix A to the Proxy Statement. The description of the 2026 Plan is qualified in its entirety by reference to the actual terms of the 2026 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on December 15, 2025. The following proposals were approved at the Annual Meeting by the votes indicated:
Proposal One: To elect four directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified:
| Name | Total Votes for Director | Total Votes Withheld from Director | Total Broker Non-Votes | |||||||||
| Arthur D. Sams | 895,386 | 8,206 | 643,388 | |||||||||
| Keith Albrecht | 886,197 | 17,395 | 643,388 | |||||||||
| Michael Field | 895,517 | 8,075 | 643,388 | |||||||||
| Katherine Koster | 895,509 | 8,083 | 643,388 | |||||||||
Proposal Two: To ratify the appointment of Weinberg & Company, P.A., as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| Total Votes | ||||
| For | 1,510,401 | |||
| Against | 33,093 | |||
| Abstain | 3,486 | |||
| Broker Non-Votes | N/A | |||
Proposal Three: To approve the Polar Power, Inc. 2026 Equity Incentive Plan.
| Total Votes | ||||
| For | 862,506 | |||
| Against | 40,576 | |||
| Abstain | 508 | |||
| Broker Non-Votes | 643,390 | |||
Proposal Four: To conduct a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.
| Total Votes | ||||
| For | 864,824 | |||
| Against | 35,672 | |||
| Abstain | 3,094 | |||
| Broker Non-Votes | 643,389 | |||
Proposal Five: To conduct a non-binding advisory vote to determine the frequency of the non-binding advisory vote on executive compensation.
| Total Votes | ||||
| One Year | 837,781 | |||
| Two Years | 23,363 | |||
| Three Years | 9,938 | |||
| Abstain | 32,508 | |||
| Broker Non-Votes | 643,390 | |||
Proposal Six: To approve a proposal to grant discretionary authority to the Chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposal Three.
| Total Votes | ||||
| For | 885,702 | |||
| Against | 17,039 | |||
| Abstain | 850 | |||
| Broker Non-Votes | 643,389 | |||
Consistent with the stockholder voting results, the Company’s Board of Directors has determined that the say-on-pay vote will be conducted annually, until the next stockholder vote on say-on-pay frequency, which vote will occur no later than the Company’s 2026 annual meeting of stockholders.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibit is filed in accordance with the provisions of Item 601 of Regulation S-K:
Exhibit No. |
Description | |
| 10.1 | Polar Power, Inc. 2026 Equity Incentive Plan, effective as of January 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the 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.
Date: December 16, 2025
| POLAR POWER, INC. | ||
| By: | /s/ Arthur D. Sams | |
| Arthur D. Sams President, Chief Executive Officer and Secretary | ||