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Applied Digital holders approve advisory executive pay

CBIZ CPAs P.C.'s ratification received 206,752,173 votes for and 976,201 against for the fiscal year ending May 31, 2027.

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Form Type
8-K

Rhea-AI Filing Summary

Applied Digital Corporation (APLD) reported results of its November 4, 2026 annual meeting. Shareholders elected Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg as directors, each to serve until the 2027 annual meeting, until a successor is duly elected and qualified or the director is otherwise unable to complete the term. Shareholders ratified CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending May 31, 2027, approved named executive officer compensation on an advisory basis, and approved adjournment to permit further proxy solicitation and voting if necessary or appropriate. The compensation proposal received 83,936,209 votes for and 39,518,972 against, with 3,274,615 abstentions and 84,653,165 broker non-votes. The adjournment was approved in case of insufficient votes or otherwise in connection with the proposals.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Directors elected 6 directors 2026 annual meeting
Executive compensation votes for 83,936,209 votes Advisory proposal at the 2026 annual meeting
Executive compensation votes against 39,518,972 votes Advisory proposal at the 2026 annual meeting
Auditor ratification votes for 206,752,173 votes Fiscal year ending May 31, 2027
Auditor ratification votes against 976,201 votes Fiscal year ending May 31, 2027
Adjournment votes for 179,386,968 votes 2026 annual meeting
broker non-votes regulatory
"84,653,165 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis regulatory
"approved, on an advisory basis, the compensation"
abstentions regulatory
"Votes Against | Abstentions"
independent registered public accounting firm regulatory
"as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did APLD shareholders vote on executive compensation?

Shareholders approved named executive officer compensation on an advisory basis, with 83,936,209 votes for, 39,518,972 against, 3,274,615 abstentions and 84,653,165 broker non-votes. The compensation was described in the company’s definitive proxy statement.

Which directors were elected at APLD’s 2026 annual meeting?

Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg were elected. Each is to serve until the 2027 annual meeting, until a successor is duly elected and qualified, or until the director is otherwise unable to complete the term.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001144879FALSE00011448792026-11-042026-11-04

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
November 4, 2026
(Date of earliest event reported)

APPLIED DIGITAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada001-3196895-4863690
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3811 Turtle Creek Boulevard,Suite 2100,Dallas,Texas75219
(Address of principal executive offices)(Zip Code)
214-427-1704
(Registrant’s telephone number, including area code)

N/A
(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):
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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).
o    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. o

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAPLDNasdaq Global Select Market



Item 5.07.
Submission of Matters to a Vote of Security Holders.
    On November 4, 2026, Applied Digital Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting were: (1) the election of directors, (2) the ratification of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027, (3) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on September 25, 2026 (the “Proxy Statement”) and (4) the approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals. The final voting results were as follows:
1. The election of each of Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg as directors to hold office until the Company’s 2027 Annual Meeting of Stockholders, in each case, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term. The votes were cast for this matter as follows:
NomineesVotes ForVotes AgainstAbstentionsBroker Non-Votes
Wes Cummins119,380,1084,447,2122,902,47684,653,165
Ella Benson120,442,2373,286,8073,000,75284,653,165
Chuck Hastings122,783,861942,7063,003,22984,653,165
Rachel Lee122,934,296824,5032,970,99784,653,165
Douglas Miller120,772,2083,006,0142,951,57484,653,165
Richard Nottenburg115,465,3598,345,3432,919,09484,653,165
2. The votes were cast as follows with respect to the proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027:
Votes ForVotes AgainstAbstentions
206,752,173976,2013,654,587
3. The votes were cast as follows with respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
83,936,20939,518,9723,274,61584,653,165
4. The votes were cast as follows with respect to the proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals:
Votes ForVotes AgainstAbstentions
179,386,96828,068,9753,927,018



SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) 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.


Dated: November 5, 2026By: /s/ Saidal Mohmand
Name:Saidal Mohmand
Title:Chief Financial Officer

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