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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) September 16, 2026
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
| Delaware
|
|
001-33886
|
|
22-2786081 |
| (State
or Other Jurisdiction |
|
(Commission
|
|
(IRS
Employer |
| of
Incorporation) |
|
file
Number) |
|
Identification
No.) |
| 4295
Hamilton Mill Road, Suite 100, Buford, Georgia |
|
30518 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (770) 209-0012
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value per share |
|
ACFN |
|
The
Nasdaq Stock Market LLC |
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).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(e)
On September 16, 2026, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved the Company’s
2026 Stock Incentive Plan (the “Plan”). The Plan was previously approved by the Board, subject to stockholder approval, and
became effective upon such approval. A summary of the principal terms of the Plan is set forth under the heading “Proposal 2 —
Approval of the 2026 Stock Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Commission
on August 3, 2026 and is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Annual Meeting of Stockholders of Acorn Energy, Inc. was held September 16, 2026. Set forth below are the voting results with respect
to each of the proposals presented at the Annual Meeting:
Proposal
1 – The stockholders elected, by a plurality of the votes cast, Jan H. Loeb, Gary Mohr, Michael F. Osterer, Peter Rabover
and Samuel M. Zentman to the Board of Directors to serve until the Annual Meeting of Stockholders in 2027 and until their successors
are duly elected and qualified.
| Name of Nominee | |
Total Votes For | | |
Total Votes Withheld | | |
Broker Non-Votes | |
| | |
| | |
| | |
| |
| Jan H. Loeb | |
| 1,032,326 | | |
| 1,340 | | |
| 832,620 | |
| Gary Mohr | |
| 1,031,617 | | |
| 2,049 | | |
| 832,620 | |
| Michael F. Osterer | |
| 1,031,492 | | |
| 2,174 | | |
| 832,620 | |
| Peter Rabover | |
| 1,031,116 | | |
| 2,550 | | |
| 832,620 | |
| Samuel M. Zentman | |
| 988,632 | | |
| 45,034 | | |
| 832,620 | |
Proposal
2 – The stockholders approved, by the affirmative vote of a majority of the votes cast on the proposal, the Company’s
2026 Stock Incentive Plan.
| Total
Votes For |
|
Total
Votes Against |
|
|
Total
Abstained |
|
|
Broker
Non-Votes |
|
| 941,071 |
|
|
91,284 |
|
|
|
1,311 |
|
|
|
832,620 |
|
Proposal
3 – The stockholders ratified, by the affirmative vote of a majority of the votes cast on the proposal, the appointment
by the Audit Committee of CBIZ CPAs P.C. as the independent registered public accounting firm for the year ending December 31, 2026.
| Total
Votes For |
|
Total
Votes Against |
|
|
Total
Abstained |
|
|
Broker
Non-Votes |
|
| 1,787,613 |
|
|
77,834 |
|
|
|
839 |
|
|
|
0 |
|
Proposal
4 – In a non-binding advisory vote, the stockholders approved, by the affirmative vote of a majority of the votes cast
on the proposal, the compensation of the Company’s named executive officers.
| Total
Votes For |
|
Total
Votes Against |
|
|
Total
Abstained |
|
|
Broker
Non-Votes |
|
| 956,955 |
|
|
76,130 |
|
|
|
579 |
|
|
|
832,622 |
|
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| 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 on this 18th day of September, 2026.
| |
ACORN
ENERGY, INC. |
| |
|
|
| |
By: |
/s/
Tracy S. Clifford |
| |
Name:
|
Tracy
S. Clifford |
| |
Title:
|
Chief
Financial Officer |