ScanTech AI Systems 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. |
The information set forth under Item 5.07 is incorporated by reference into this Item 5.02.
Amendment and Restatement of 2025 Equity Incentive Plan
On November 21, 2025, as described below, the stockholders of ScanTech AI Systems Inc. (the “Company”) approved an amendment and restatement of the Company’s Equity Incentive Plan (as amended and restated, the “Amended EIP”) to increase the number of shares of common stock reserved for issuance thereunder by 6,800,000 shares to 10,800,000 shares.
Also at the Annual Meeting, stockholders approved the adoption of an “evergreen” provision to the Company’s Equity Incentive Plan providing for an automatic annual increase in the shares of common stock available for issuance under the 2025 Plan over the next 10 years in an amount equal to 3% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The “evergreen” provision is included in the Amended EIP.
As previously disclosed, the Amended EIP authorizes the grant of equity-based compensation to the Company’s employees, directors, and consultants, and provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, and other awards.
A description of the material terms of the Amended EIP was included in the Proxy Statement (as defined below) for the Annual Meeting (as defined below). In addition, the foregoing description of the Amended EIP is qualified in its entirety by reference to the text of the Amended EIP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 21, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). Proxies had been submitted by stockholders representing approximately 42.8% of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. At the Annual Meeting, the Company’s stockholders voted on six Proposals, each of which is described in more detail in the proxy statement for the Annual Meeting (the “Proxy Statement”).
The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.
Proposal 1. Stockholders elected one Class I director nominee (Roosevelt Council) to hold office for a term of three years and until his successor is duly elected and qualified. The voting results were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Roosevelt Council | 16,693,568 | 282,714 | 13,478,687 |
As previously disclosed in the Proxy Statement, Keisha Lance Bottoms and James Jenkins, whose terms expired at the Annual Meeting, did not stand for re-election at the Annual Meeting. Accordingly, their terms as directors (including as members of all committees of the board of directors on which they served) terminated at the conclusion of the Annual Meeting. Upon his election at the Annual Meeting, Mr. Council was also appointed as a member of the Audit Committee and the Compensation Committee of the board of directors.
Proposal 2. Stockholders ratified the selection by the Audit Committee of Berkowitz Pollack Brant Advisors + CPAs (“BPB”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 29,888,550 | 313,312 | 253,107 | - |
Proposal 3. Stockholders approved of one or more amendments of the Company’s Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the Company’s common stock, at a ratio ranging from any whole number between and including 1-for-2 and 1-for-100 and in the aggregate not more than 1-for-250, inclusive, as determined by the Company’s board of directors in its discretion, subject to the authority of the board of directors to abandon such amendments. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 27,711,683 | 2,578,670 | 164,616 | - |
Proposal 4. Stockholders approved an amendment of the Company’s Equity Incentive Plan (the “2025 Plan”) to increase the number of shares of common stock available for issuance under the 2025 Plan. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 15,988,074 | 815,891 | 172,317 | 13,478,687 |
Proposal 5. Stockholders approved a second and separate amendment to the 2025 Plan for the adoption of an “evergreen” provision to the 2025 Plan providing for an automatic annual increase in the shares of common stock available for issuance under the 2025 Plan. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 15,991,181 | 802,067 | 183,034 | 13,478,687 |
Proposal 6. Stockholders approved the issuance of shares of common stock, for purposes of Nasdaq Listing Rule 5635, pursuant to that certain Purchase Agreement dated as of October 8, 2025, establishing an equity line of credit. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 15,224,890 | 1,566,734 | 184,658 | 13,478,687 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | 2025 Equity Incentive Plan. | |
| 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: November 25, 2025 | SCANTECH AI SYSTEMS INC. | |
| By: | /s/ Dolan Falconer | |
| Name: | Dolan Falconer | |
| Title: | Chief Executive Officer | |