Aqua Metals adds 750K shares to incentive plan

Aqua Metals, Inc. (AQMS) held its annual meeting of stockholders on August 18, 2026.

Rhea-AI Filing Summary

Aqua Metals, Inc. (AQMS) held its annual meeting of stockholders on August 18, 2026. Stockholders elected four directors—Stephen Cotton, Vincent L. DiVito, Eric J. Gangloff, and Steven K. Henderson—with each receiving over 529,000 shares voted for and 1,046,551 broker non-votes recorded in the director elections.

Stockholders approved an amendment to the 2019 Stock Incentive Plan to increase the number of shares of common stock reserved under the plan by 750,000 shares, and they ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the 2026 Proxy Statement.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Stephen Cotton: 577,985 shares Votes for Vincent L. DiVito: 529,404 shares Votes for Eric J. Gangloff: 564,237 shares +5 more

8 metrics

Votes for Stephen Cotton 577,985 shares Election to the board of directors at the August 18, 2026 annual meeting

Votes for Vincent L. DiVito 529,404 shares Election to the board of directors at the August 18, 2026 annual meeting

Votes for Eric J. Gangloff 564,237 shares Election to the board of directors at the August 18, 2026 annual meeting

Votes for Steven K. Henderson 567,937 shares Election to the board of directors at the August 18, 2026 annual meeting

Broker non-votes (director elections) 1,046,551 shares Broker non-votes recorded in the election of directors

Increase in 2019 Stock Incentive Plan reserve 750,000 shares Additional shares of common stock reserved under the 2019 Stock Incentive Plan

Votes for auditor ratification 1,618,508 shares Votes for ratifying Forvis Mazars, LLP for the fiscal year ending December 31, 2026

Votes for executive compensation (advisory) 509,510 shares Advisory vote approving named executive officer compensation

Key Terms

broker non-votes, 2019 Stock Incentive Plan, independent registered public accounting firm, advisory basis

4 terms

broker non-votes financial

"There were 1,046,551 broker non-votes in the election of directors."

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.

2019 Stock Incentive Plan financial

"approved an amendment to our 2019 Stock Incentive Plan to increase the number"

independent registered public accounting firm financial

"ratified the appointment of Forvis Mazars, LLP 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.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

FAQ

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

What did Aqua Metals, Inc. (AQMS) stockholders approve at the August 18, 2026 annual meeting?

Stockholders elected four directors, approved a 750,000-share increase to the 2019 Stock Incentive Plan, ratified Forvis Mazars, LLP as auditor for 2026, and approved, on an advisory basis, the compensation of the named executive officers.

Which directors of Aqua Metals, Inc. (AQMS) were elected at the 2026 annual meeting and how many votes did they receive?

Stockholders elected Stephen Cotton (577,985 for), Vincent L. DiVito (529,404 for), Eric J. Gangloff (564,237 for), and Steven K. Henderson (567,937 for). There were 1,046,551 broker non-votes in the director elections.

How did Aqua Metals, Inc. (AQMS) stockholders vote on the 2019 Stock Incentive Plan amendment?

The amendment to increase shares reserved under the 2019 Stock Incentive Plan by 750,000 shares received 345,976 votes for, 266,657 against, and 3,834 abstentions, with 1,046,551 broker non-votes.

Who is the independent registered public accounting firm for Aqua Metals, Inc. (AQMS) for 2026 and how was the vote?

Stockholders ratified Forvis Mazars, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,618,508 votes for, 29,482 against, and 15,028 abstentions, and no broker non-votes.

What was the outcome of the advisory vote on executive compensation for Aqua Metals, Inc. (AQMS)?

Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 509,510 votes for, 96,548 against, 10,409 abstentions, and 1,046,551 broker non-votes.

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

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Accepted by SEC EDGAR 08/21/2026 - 04:10 PM EDT Learn about SEC filing dates

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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): August 18, 2026

AQUA METALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-37515		47-1169572
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)
5370 Kietzke Lane, Suite 201 Reno, Nevada 89511
(Address of principal executive offices)

(775) 446-4418

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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

Title of each class Common stock: Par value $.001 Trading Symbol(s) AQMS Name of each exchange on which registered Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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-12 under the Exchange Act (17 CFR 240.14d-2(b)

☐ 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. ☐

Item 5.07.         Submission of Matters To a Vote of Security Holders

We held an annual meeting of stockholders on August 18, 2026, for purposes of:

● Electing four directors, each to serve until our 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified;

● Approving an amendment to our 2019 Stock Incentive Plan to increase the number of shares of common stock reserved under the plan by 750,000 shares;

● Ratifying the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

● Approving, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in our 2026 Proxy Statement.

All of the persons nominated to serve on our board of directors, namely Stephen Cotton, Vincent L. DiVito, Eric J. Gangloff and Steven K. Henderson, were elected to our board of directors, with shares voted as follows:

		Shares voted for				Shares withheld
Stephen Cotton			577,985				38,482
Vincent L. DiVito			529,404				87,063
Eric J. Gangloff			564,237				52,230
Steven K. Henderson			567,937				48,530

There were 1,046,551 broker non-votes in the election of directors.

Our stockholders approved an amendment to our 2019 Stock Incentive Plan to increase the number of shares of common stock reserved under the plan by 750,000 shares, with shares voted as follows:

Shares voted for			345,976
Shares against			266,657
Shares abstaining			3,834

There were 1,046,551 broker non-votes with respect to the amendment to our 2019 Stock Incentive Plan.

Our stockholders ratified the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with shares voted as follows:

Shares voted for			1,618,508
Shares against			29,482
Shares abstaining			15,028

There were no broker non-votes with respect to the ratification of the appointment of Forvis Mazars, LLP.

Our stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in our 2026 Proxy Statement, with shares voted as follows:

Shares voted for			509,510
Shares against			96,548
Shares abstaining			10,409

There were 1,046,551 broker non-votes with respect to the advisory vote on the compensation of the Company’s named executive officers.

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.

	AQUA METALS, INC.
Dated: August 21, 2026	/s/ Eric West
	Eric West
	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB