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2025-09-15
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 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 15, 2025
APPLIED
ENERGETICS, INC.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 001-14015 |
|
77-0262908 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| 9070
S Rita Road, #1500, Tucson, AZ |
|
85747 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(520)
628-7415
(Registrant’s Telephone
Number, Including Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
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)) |
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. ☐
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, par value $.001 per share |
|
AERG |
|
OTCQB |
Item 5.07. Submission of Matters to a Vote
of Security Holders.
The 2025 Annual Meeting
of Stockholders of the company was held virtually via webcast on September 15, 2025. A total of 139,394,852 (or approximately 63%) of
the company’s shares issued, outstanding and entitled to vote at the 2025 Annual Meeting of Stockholders were represented in person or
by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the meeting. For more information
about the proposals set forth below, please see the company’s definitive Proxy Statement filed with the Securities and Exchange Commission
on August 1, 2025.
1. Election of Directors
| | |
For | | |
Withhold | | |
Broker Non-Vote | |
| | |
| | |
| | |
| |
| Michael Alber (1 year) | |
| 67,133,288 | | |
| 1,768,588 | | |
| 70,492,976 | |
| John Schultz (1 year) | |
| 58,161,888 | | |
| 10,739,988 | | |
| 70,492,976 | |
| Gregory J. Quarles (1 year) | |
| 57,678,390 | | |
| 11,223,486 | | |
| 70,492,976 | |
| Scott Andrews (2 years) | |
| 67,135,069 | | |
| 1,766,807 | | |
| 70,492,976 | |
| Christopher Donaghey (2 years) | |
| 66,816,656 | | |
| 2,085,220 | | |
| 70,492,976 | |
| Bradford T. Adamczyk (3 years) | |
| 65,547,698 | | |
| 3,354,178 | | |
| 70,492,976 | |
| Mary P. O’Hara (3 years) | |
| 65,545,503 | | |
| 3,356,373 | | |
| 70,492,976 | |
Accordingly, all nominees were elected as
recommended by the Board of Directors.
2. To approve, on an advisory basis, the compensation
of the Company’s named executive officers.
| For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
| 60,609,343 |
|
6,852,664 |
|
1,439,869 |
|
70,492,976 |
Accordingly, proposal 2 was approved by the
stockholders, as recommended by the Board of Directors.
3. To approve, on an advisory basis,
the frequency with which the Company holds advisory votes regarding the compensation of the Company’s named executive officers.
| Three
Years |
|
Two
Years |
|
One
Year |
|
Abstain |
|
Broker
Non-Vote |
| 55,109,156 |
|
1,169,643 |
|
12,320,838 |
|
302,239 |
|
70,492,976 |
Accordingly, proposal 3 was approved by the
stockholders, as recommended by the Board of Directors.
4. To approve and adopt the Company’s 2025
Equity Incentive Plan.
| For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
| 58,537,750 |
|
9,362,858 |
|
1,001,268 |
|
70,492,976 |
Accordingly, proposal 4 was approved by the
stockholders, as recommended by the Board of Directors.
5. To ratify the
appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2025.
| For | |
Against | |
Abstain |
| 138,491,020 | |
26,982 | |
876,850 |
Accordingly, proposal 5 was approved by the
stockholders, as recommended by the Board of Directors.
Item
8.01 – Other Events
At the Applied Energetics,
Inc. 2025 Annual Meeting described in Item 5.07 above, Christopher Donaghey, our President and Chief Executive Officer, delivered a presentation
to the stockholders in attendance, a copy of which is attached as an exhibit to this Current Report on Form 8-K.
Item 9.01 – Exhibits
| 99.1 | Presentation of President and Chief Executive Officer |
| 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 thereunto
duly authorized.
| |
APPLIED ENERGETICS, INC. |
| |
|
|
| |
By: |
/s/ Christopher Donaghey |
| |
|
Christopher Donaghey |
| |
|
President and
Chief Executive Officer |
Date: September 17, 2025
