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  4. [8-K] Birchtech Corp. Reports Material Event

Birchtech Corp. (BCHT) holders approve 50,000,000 share authorization

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Birchtech Corp. held its 2026 Annual Meeting on July 23, 2026. Stockholders approved an amendment to the Certificate of Incorporation reducing authorized common stock from 150,000,000 to 50,000,000 shares, and a Certificate of Amendment was filed in Delaware on July 27, 2026 to effect this change.

All four director nominees were elected, including Richard MacPherson with 10,249,226 votes for and 7,415,816 broker non-votes. Stockholders also ratified Rosenberg Rich Baker Berman, P.A. as independent registered public accounting firm for 2026 with 18,265,582 votes for, and approved on an advisory, non-binding basis the compensation of named executive officers.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common shares before amendment 150,000,000 shares Number of authorized common stock shares prior to 2026 Charter Amendment
Authorized common shares after amendment 50,000,000 shares New authorized common stock level approved at 2026 Annual Meeting
Votes for charter amendment 18,233,588 Stockholder votes in favor of Proposal 4 to reduce authorized common shares
Votes for auditor ratification 18,265,582 Votes for Proposal 2 ratifying Rosenberg Rich Baker Berman, P.A. for year ending December 31, 2026
Votes for advisory executive compensation 10,386,147 Votes for Proposal 3 approving named executive officer compensation on an advisory, non-binding basis
Broker non-votes on director elections 7,415,816 Broker non-votes reported for each director nominee in Proposal 1
Certificate of Incorporation regulatory
"an amendment to the Company’s certificate of incorporation (the "Certificate of Incorporation") to decrease"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
Certificate of Amendment regulatory
"the Company filed a certificate of amendment to the Company’s Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
authorized shares financial
"to decrease the number of authorized shares of the Company’s common stock from 150,000,000"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
independent registered public accounting firm financial
"appointment of Rosenberg Rich Baker Berman, P.A. 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.
broker non-votes financial
"For, Withheld and Broker Non-Votes for each director nominee as set forth in the table"
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 non-binding basis financial
"approved, on an advisory non-binding basis, the compensation paid of the named executive officers"

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FAQ

What change to authorized common stock did Birchtech Corp. (BCHT) approve?
Stockholders approved reducing authorized common stock from 150,000,000 to 50,000,000 shares. This amendment to the Certificate of Incorporation was later implemented by filing a Certificate of Amendment with the Delaware Secretary of State on July 27, 2026.

When was Birchtech Corp. (BCHT)'s 2026 Annual Meeting held and what was decided?
The 2026 Annual Meeting was held on July 23, 2026. Stockholders elected four directors, ratified the 2026 independent registered public accounting firm, approved named executive officer compensation on an advisory basis, and approved a charter amendment reducing authorized common shares to 50,000,000.

How did Birchtech Corp. (BCHT) shareholders vote on the charter amendment?
For the charter amendment to reduce authorized common shares, stockholders cast 18,233,588 votes for, 204,687 against, and 54,260 abstentions. There were no broker non-votes reported on this proposal, which was thereby approved at the 2026 Annual Meeting.

Which auditor did Birchtech Corp. (BCHT) stockholders ratify for 2026?
Stockholders ratified Rosenberg Rich Baker Berman, P.A. as the independent registered public accounting firm for the year ending December 31, 2026, with 18,265,582 votes for, 133,347 against, and 93,606 abstentions, and no broker non-votes reported on this proposal.

What was the outcome of Birchtech Corp. (BCHT)'s advisory vote on executive compensation?
The advisory, non-binding vote on named executive officer compensation received 10,386,147 votes for, 507,413 against, and 183,159 abstentions, with 7,415,816 broker non-votes. This reflects stockholder approval of the company’s executive pay program on an advisory basis.

Were Birchtech Corp. (BCHT) director nominees elected at the 2026 meeting?
Yes. All four nominees were elected. For example, Richard MacPherson received 10,249,226 votes for and 827,493 withheld, with 7,415,816 broker non-votes. Each other nominee likewise received more votes for than withheld and the same broker non-vote total.

 

 

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) July 23, 2026

 

BIRCHTECH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-33067

 

87-0398271

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1810 Jester Drive 

Corsicana, Texas

 

75109

(Address of principal executive offices)

 

(Zip Code)

 

(614) 505-6115

(Registrant’s telephone number, including area code)

 

Not applicable

(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:

 

☐

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))

 

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 $0.001 per share

 

BCHT

 

NYSE American 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 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Birchtech Corp. (the “Company”), held on July 23, 2026, the stockholders of the Company approved an amendment to the Company’s certificate of incorporation (the “Certificate of Incorporation”) to decrease the number of authorized shares of the Company’s common stock from 150,000,000 shares to 50,000,000 shares, as described in the Company’s proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on June 24, 2026 (the “Charter Amendment”). The Charter Amendment was previously approved by the Company’s Board of Directors on June 4, 2026. No change to the authorized number of shares of preferred stock was proposed.

 

On July 27, 2026, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Charter Amendment.

 

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

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

 

As referenced in Item 5.03 of this Current Report on Form 8-K, the 2026 Annual Meeting was held on July 23, 2026. The final results for each of the matters submitted to a vote of stockholders at the 2026 Annual Meeting are as follows:

 

Proposal 1: The four nominees for election to the Board of Directors were elected to serve as directors of the Company until their successors are elected and qualified or the earlier of their resignation or removal, by the votes set forth in the table below:

 

Name

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Richard MacPherson

 

 

10,249,226

 

 

 

827,493

 

 

 

7,415,816

 

David M. Kaye

 

 

9,122,382

 

 

 

1,954,337

 

 

 

7,415,816

 

Troy Grant

 

 

9,114,871

 

 

 

1,961,848

 

 

 

7,415,816

 

Mitzi H. Coogler

 

 

9,738,927

 

 

 

1,337,792

 

 

 

7,415,816

 

 

Proposal 2: The Company’s stockholders approved the ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the votes set forth in the table below:

 

For

 

 

Against

 

 

Abstained

 

 

Broker Non-Votes

 

 

18,265,582

 

 

 

133,347

 

 

 

93,606

 

 

 

-

 

 

Proposal 3: The Company’s stockholders approved, on an advisory non-binding basis, the compensation paid of the named executive officers, by the votes set forth in the table below:

 

For

 

 

Against

 

 

Abstained

 

 

Broker Non-Votes

 

 

10,386,147

 

 

 

507,413

 

 

 

183,159

 

 

 

7,415,816

 

 

Proposal 4: The Company’s stockholders approved a proposal to amend the Company’s certificate of incorporation to decrease the number of authorized shares of the Company’s common stock from 150,000,000 shares to 50,000,000 shares, by the votes set forth in the table below:

 

For

 

 

Against

 

 

Abstained

 

 

Broker Non-Votes

 

 

18,233,588

 

 

 

204,687

 

 

 

54,260

 

 

 

-

 

 

 
2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Description

 

 

 

3.1

 

Certificate of Amendment filed with the Secretary of State of the State of Delaware on July 27, 2026

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Birchtech Corp.

 

 

 

 

Date: July 28, 2026

By:

/s/ Richard MacPherson

 

 

 

Richard MacPherson

President and Chief Executive Officer

 

 

 
4

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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