[8-K] BK Technologies Corporation Reports Material Event

Rhea-AI Filing Summary

BK Technologies Corporation (NYSE American: BKTI) filed an 8-K to disclose the outcomes of its June 18 2025 Annual Meeting and related equity compensation actions.

Equity Incentive Plan: Shareholders approved the new 2025 Incentive Compensation Plan, replacing the 2017 plan. The 2025 Plan reserves 500,000 common shares for stock options, SARs, RSAs, RSUs and other share-based or cash awards. No grants may be made after March 11 2035; outstanding awards under the 2017 plan remain in force.

Employee Stock Purchase Plan (ESPP): Shareholders also endorsed an ESPP covering up to 150,000 shares, allowing eligible employees to acquire stock at a discount, subject to plan limits.

Director Elections & Governance Items: All seven director nominees—Joshua S. Horowitz, R. Joseph Jackson, Charles T. Lanktree, Ellen O. O’Hara, E. Gray Payne, Lloyd R. Sams and John M. Suzuki—were re-elected with 1.92-1.98 million votes each. Cherry Bekaert LLP was ratified as auditor for FY 2025 (2.59 million votes in favor). Advisory pay (say-on-pay) received 1.95 million “for” votes. The 2025 Plan passed with 1.94 million “for” votes; the ESPP gained 1.98 million “for” votes. Broker non-votes totaled 609,199 on proposals requiring them.

Exhibits: The filing includes the full text of the 2025 Plan (Ex. 10.1) and ESPP (Ex. 10.7) along with standard award agreement forms.

Financial Impact: While authorizing up to 650,000 new shares could introduce modest dilution over time, the plans are intended to align employee and director incentives with shareholder interests. No immediate earnings or cash-flow effects were reported.

Positive

• Shareholder approval of refreshed 2025 Incentive Plan and ESPP provides updated tools to attract and retain talent through 2035.
• All directors re-elected and auditor ratified with comfortable margins, signalling stakeholder confidence and governance stability.

Negative

• Potential dilution of up to 650,000 additional shares (≈3-4% of current outstanding) could slightly pressure future EPS if fully issued.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting items passed; new equity plans add flexibility but limited to 650k shares—modest potential dilution.

The shareholder meeting largely confirmed standard governance matters: board slate, auditor, and say-on-pay. The approval of the 2025 Equity Incentive Plan and ESPP modernises compensation architecture and extends plan life to 2035. Compared with BKTI’s 18.3 million basic shares outstanding (latest proxy), the 650k aggregate authorization represents roughly 3.6% potential dilution—reasonable by small-cap norms. Vote margins were comfortably above simple majorities, indicating solid shareholder support. From a governance lens, the company maintains shareholder alignment through refreshed plans and transparent disclosure. Impact is neutral to slightly positive, hinging on disciplined award issuance.

Equity Analyst

TL;DR: New stock plans support talent retention; dilution risk limited; no immediate financial metrics—overall neutral for valuation.

The 8-K contains no revenue or earnings data; hence, it does not alter near-term forecasts. The 500k-share incentive pool and 150k-share ESPP expand equity compensation capacity but keep dilution under 4% if fully issued. Such levels are customary for small radio-equipment manufacturers like BKTI and should not materially pressure EPS unless aggressively granted. Continued use of equity suggests the company prefers preserving cash for operations. Investor focus remains on execution of public-safety radio contracts rather than these routine governance steps. Net valuation impact: neutral.

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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): June 18, 2025

BK Technologies Corporation

(Exact name of registrant as specified in its charter)

Nevada		001-32644		83-4064262
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File No.)		Identification Number)

7100 Technology Drive, West Melbourne, FL		32904
(Address of principal executive offices)		(Zip Code)

(321) 984-1414

(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:

☐	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 $0.60 per share		BKTI		NYSE American

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

BK Technologies Corporation 2025 Equity Incentive Plan

The stockholders of BK Technologies Corporation (the “Company”) approved the BK Technologies Corporation 2025 Incentive Compensation Plan (the “2025 Plan”) at the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) held on June 18, 2025. The 2025 Plan was previously approved by the Company’s Board of Directors (the “Board”). The 2025 Plan replaces the 2017 Incentive Compensation Plan (the “Prior Plan”). No new awards will be granted under the Prior Plan after the date of the Annual Meeting. However, all awards granted under the Prior Plan that were outstanding on the date of the Annual Meeting will remain outstanding in accordance with their terms. The 2025 Plan authorizes the grant of equity-based and cash-based compensation awards to officers, directors, and employees of, and consultants to, the Company and its subsidiaries. Awards under the 2025 Plan may be granted in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards, and cash-based awards. There are 500,000 shares of the Company’s common stock reserved for issuance under the 2025 Plan. No awards may be granted under the 2025 Plan after March 11, 2035. A summary of the 2025 Plan is included in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The summaries of the 2025 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2025 Plan and forms of award agreements, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.

BK Technologies Corporation Employee Stock Purchase Plan

The stockholders of the Company also approved the BK Technologies Corporation Employee Stock Purchase Plan (the “ESPP”) at the Annual Meeting. The ESPP was previously approved by the Board. The objective of the ESPP is to offer eligible employees of the Company and its designated subsidiaries the ability to purchase shares of the Company’s common stock at a discount, subject to various limitations under the ESPP. There are 150,000 shares of the Company’s common stock authorized for issuance under the ESPP. A summary of the ESPP is included in Proposal 5 of the Proxy Statement, which summary is incorporated in its entirety herein by reference. The summaries of the ESPP contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the ESPP, a copy of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated herein by reference.

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

At the Annual Meeting held on June 18, 2025, the Company’s stockholders: (i) elected Joshua S. Horowitz, R. Joseph Jackson, Charles T. Lanktree, Ellen O. O’Hara, E. Gray Payne, Lloyd R. Sams, and John M. Suzuki to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers; (iv) approved the 2025 Plan; and (v) approved the ESPP.

The voting results for each proposal were as follows:

Proposal 1 – Election of Directors

Nominee		For		Withheld		Broker Non-Votes
Joshua S. Horowitz		1,921,528		63,326		609,199
R. Joseph Jackson		1,982,429		2,425		609,199
Charles T. Lanktree		1,982,674		2,180		609,199
Ellen O. O’Hara		1,982,478		2,376		609,199
E. Gray Payne		1,953,617		31,237		609,199
Lloyd R. Sams		1,953,519		31,335		609,199
John M. Suzuki		1,962,839		22,015		609,199

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

For		Against		Abstain
2,589,860		1,432		2,761

Proposal 3 – Advisory Approval of Named Executive Officer Compensation

For		Against		Abstain		Broker Non-Votes
1,949,731		32,490		2,633		609,199

Proposal 4 – Approval of the 2025 Plan

For		Against		Abstain		Broker Non-Votes
1,935,167		39,597		10,090		609,199

Proposal 5 – Approval of the ESPP

For		Against		Abstain		Broker Non-Votes
1,976,879		4,814		3,161		609,199

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		BK Technologies Corporation 2025 Incentive Compensation Plan.
10.2*		Form of Stock Option Agreement (2025 Plan).
10.3*		Form of Restricted Share Agreement (2025 Plan).
10.4*		Form of Restricted Share Unit Agreement (2025 Plan).
10.5*		Form of Non-Employee Director Restricted Share Unit Agreement (2025 Plan).
10.6*		Form of Non-Employee Director Stock Option Agreement (2025 Plan).
10.7*		BK Technologies Corporation Employee Stock Purchase Plan.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

* Management contract or compensatory plan or arrangement.

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.

	BK TECHNOLOGIES CORPORATION
Date: June 18, 2025	By:	/s/ Scott A. Malmanger
		Scott A. Malmanger
		Chief Financial Officer

FAQ

How many shares does BKTI's 2025 Incentive Compensation Plan authorize?

The plan reserves 500,000 shares of BKTI common stock for future equity awards.

What is the size of BK Technologies' new Employee Stock Purchase Plan?

The ESPP authorizes up to 150,000 shares for employee purchases at a discount.

Were BKTI's directors re-elected in 2025?

Yes. All seven nominees received between 1.92 million and 1.98 million votes in favor and will serve until the next annual meeting.

Which auditing firm will serve BK Technologies for fiscal 2025?

Shareholders ratified Cherry Bekaert LLP with 2,589,860 votes for, 1,432 against, and 2,761 abstentions.

Does the 8-K include any earnings or revenue figures?

No. The filing is limited to governance matters and equity plans; no financial performance metrics were disclosed.

When do the new equity plans expire?

No awards may be granted under the 2025 Incentive Plan after March 11 2035; the ESPP remains effective per its terms until amended or terminated.