Actelis Networks (ASNS) investors block share pool expansion
Rhea-AI Filing Summary
Actelis Networks, Inc. (ASNS) reported the results of its 2026 Annual Meeting of Stockholders held on August 25, 2026. Holders of 25,837,246 common shares were entitled to vote, and 11,447,822 shares were represented, constituting a quorum of about 44% of possible votes.
Stockholders elected Class I directors Julie Kunstler and Gideon Marks to three-year terms ending at the 2029 annual meeting. Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026.
A proposal to amend the Amended and Restated Certificate of Incorporation to increase authorized common shares from 30,000,000 to 80,000,000 received 5,704,531 votes for and 5,581,190 against, with 162,101 abstentions, but did not achieve the required majority of the voting power of all outstanding shares and therefore was not approved. A proposal to approve a potential adjournment of the meeting was withdrawn.
Positive
- None.
Negative
- Stockholders did not approve increasing authorized common shares from 30,000,000 to 80,000,000, with the proposal falling short of the required majority of the voting power of all outstanding shares.
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
Shares of Common Stock Outstanding: 25,837,246 shares
Shares Represented at Meeting: 11,447,822 shares
Authorized Common Stock (current): 30,000,000 shares
+4 more
7 metrics
Shares of Common Stock Outstanding
25,837,246 shares
Shares entitled to vote as of the June 29, 2026 record date
Shares Represented at Meeting
11,447,822 shares
Votes represented in person or by proxy at the 2026 Annual Meeting, about 44% of possible votes
Authorized Common Stock (current)
30,000,000 shares
Existing authorized common shares before proposed amendment
Proposed Authorized Common Stock
80,000,000 shares
Proposed new authorized common shares in the failed amendment
Proposal 3 Votes For
5,704,531 votes
For votes on increasing authorized common stock
Proposal 3 Votes Against
5,581,190 votes
Against votes on increasing authorized common stock
Auditor Ratification Votes For
9,668,308 votes
Votes for ratifying Kesselman & Kesselman as 2026 auditor
Key Terms
record date, quorum, broker non-votes, Amended and Restated Certificate of Incorporation, +1 more
5 terms
record date financial
"The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was June 29, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
quorum financial
"11,447,822 shares of Common Stock were represented and voted, in person or by proxy, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes financial
"Votes For ... Votes Withheld ... Broker Non-Votes Julie Kunstler ... 8,795,233"
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.
Amended and Restated Certificate of Incorporation regulatory
"To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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
What was the main outcome of Actelis Networks (ASNS) 2026 Annual Meeting?
Stockholders of Actelis Networks (ASNS) elected two Class I directors, ratified Kesselman & Kesselman as the independent auditor for 2026, did not approve an increase in authorized common shares, and had the adjournment proposal withdrawn.
Were the director nominees elected at the Actelis Networks (ASNS) 2026 Annual Meeting?
Yes. Class I directors Julie Kunstler and Gideon Marks were elected to serve three-year terms until the 2029 annual meeting. For example, Kunstler received 1,340,077 votes for and 1,312,512 votes withheld, with 8,795,233 broker non-votes.
Did Actelis Networks (ASNS) stockholders approve the increase in authorized common stock?
No. The proposal to increase authorized common stock from 30,000,000 to 80,000,000 received 5,704,531 votes for, 5,581,190 against, and 162,101 abstentions, but failed because it did not obtain the required majority of the voting power of all outstanding shares.
Which audit firm was ratified for Actelis Networks (ASNS) fiscal year 2026?
Stockholders ratified Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as Actelis Networks’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,668,308 votes for, 1,564,484 against, and 215,028 abstentions.
What happened to the adjournment proposal at the Actelis Networks (ASNS) 2026 meeting?
The proposal to approve an adjournment of the annual meeting, if necessary to solicit additional proxies for Proposals 1, 2 and/or 3, was withdrawn and therefore was not voted upon.
AI-generated analysis. How Rhea-AI works. Not financial advice.
