ClearSign Technologies (CLIR) shareholders approve directors, auditor and equity plan

Rhea-AI Filing Summary

ClearSign Technologies Corporation held its 2026 annual stockholder meeting, with 3,666,852 common shares present or represented by proxy, equal to 67.79% of voting power, which was sufficient for a quorum. Stockholders had one vote per share as of April 13, 2026.

All four director nominees—Louis J. Basenese, Colin James Deller, Anthony DiGiandomenico, and G. Todd Silva—were re-elected to the board. Stockholders also approved, on an advisory basis, the appointment of BPM CPA LLP as independent registered public accounting firm for the 2026 fiscal year.

In addition, stockholders approved the amended and restated 2021 Equity Incentive Plan, endorsed on an advisory basis the compensation paid to named executive officers, and approved an adjournment proposal allowing one or more adjournments of the meeting to solicit additional proxies if needed in the future.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Shares represented at meeting: 3,666,852 shares Voting power represented: 67.79% Auditor approval votes for: 3,263,437 votes +4 more

7 metrics

Shares represented at meeting 3,666,852 shares Common stock present or by proxy at 2026 annual meeting

Voting power represented 67.79% Voting power of outstanding voting stock at 2026 annual meeting

Auditor approval votes for 3,263,437 votes For appointment of BPM CPA LLP for fiscal year ending December 31, 2026

Equity plan approval votes for 1,546,015 votes For amended and restated 2021 Equity Incentive Plan

Say-on-pay votes for 1,826,151 votes For advisory approval of compensation of named executive officers

Adjournment proposal votes for 1,596,167 votes For approval of one or more adjournments to solicit additional proxies

Director Colin James Deller votes for 1,995,376 votes For election as director at 2026 annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, amended and restated 2021 Equity Incentive Plan, named executive officers, +1 more

5 terms

broker non-votes financial

"There were no broker non-votes on this proposal."

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.

independent registered public accounting firm financial

"BPM CPA LLP 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.

amended and restated 2021 Equity Incentive Plan financial

"The approval of the amended and restated ClearSign Technologies Corporation 2021 Equity Incentive Plan (the “A&R 2021 Plan”)."

named executive officers financial

"The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Adjournment Proposal financial

"to approve the A&R 2021 Plan or in the absence of a quorum (the “Adjournment Proposal”)."

An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001434524 0001434524 2026-06-08 2026-06-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 8, 2026

CLEARSIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in charter)

Delaware		001-35521		26-2056298
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8023 E. 63rd Place, Suite 101

Tulsa, Oklahoma 74133

(Address of principal executive offices and zip code)

(918) 500-7312

(Registrant's telephone number, including area code)

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).

¨  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 CFR240.14a-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		CLIR		The Nasdaq Stock Market 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2026, ClearSign Technologies Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the beginning of the Annual Meeting, there were 3,666,852 shares of the Company’s common stock, par value $0.0001 per share, present or represented by proxy, which represented 67.79% of the voting power of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of common stock were entitled to one vote for each share of common stock held as of the close of business on April 13, 2026. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The five proposals below are each described in more detail in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026.

Proposal 1. Election of Directors.

Nominee Name		For		Against		Abstentions	Broker Non-Votes
Louis J. Basenese		1,808,414		370,481		34,369	1,453,588
Colin James Deller		1,995,376		217,011		877	1,453,588
Anthony DiGiandomenico		1,775,452		418,786		19,026	1,453,588
G. Todd Silva		1,829,493		364,781		18,990	1,453,588

Each of the four nominees standing for re-election as a director was elected to serve on the Company’s board of directors until the election and qualification of his successor or until his earlier death, resignation, or removal.

Proposal 2. The approval, on an advisory basis, of the appointment of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

For		Against		Abstentions
3,263,437		394,510		8,905

There were no broker non-votes on this proposal.

The stockholders approved, on an advisory basis, the appointment of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 3. The approval of the amended and restated ClearSign Technologies Corporation 2021 Equity Incentive Plan (the “A&R 2021 Plan”).

For		Against		Abstentions		Broker Non-Votes
1,546,015		659,279		7,970		1,453,588

The stockholders approved the A&R 2021 Plan.

Proposal 4. The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.

For		Against		Abstentions		Broker Non-Votes
1,826,151		379,205		7,908		1,453,588

The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

Proposal 5. The approval of one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve the A&R 2021 Plan or in the absence of a quorum (the “Adjournment Proposal”).

For		Against		Abstentions		Broker Non-Votes
1,596,167		570,671		46,426		1,453,588

The stockholders approved the Adjournment Proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: June 9, 2026

	CLEARSIGN TECHNOLOGIES CORPORATION
	By:	/s/ Colin James Deller
	Name:	Colin James Deller
	Title:	Chief Executive Officer

FAQ

What did ClearSign Technologies (CLIR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, the 2026 auditor appointment, an amended and restated 2021 Equity Incentive Plan, advisory approval of executive compensation, and an adjournment proposal allowing future extensions of the meeting to solicit additional proxies if needed.

Were ClearSign Technologies (CLIR) directors re-elected at the 2026 annual meeting?

Yes. All four nominees—Louis J. Basenese, Colin James Deller, Anthony DiGiandomenico, and G. Todd Silva—were re-elected to the board. Each will serve until a successor is elected and qualified or until earlier death, resignation, or removal under the company’s governance framework.

Which auditor did ClearSign Technologies (CLIR) stockholders approve for 2026?

Stockholders approved, on an advisory basis, the appointment of BPM CPA LLP as ClearSign Technologies’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 3,263,437 votes for, 394,510 against, and 8,905 abstentions, with no broker non-votes.

Did ClearSign Technologies (CLIR) stockholders approve the amended and restated 2021 Equity Incentive Plan?

Yes. The amended and restated 2021 Equity Incentive Plan was approved with 1,546,015 votes for, 659,279 against, 7,970 abstentions, and 1,453,588 broker non-votes. This approval continues the company’s equity-based compensation framework for directors, officers, employees, and other eligible participants.

How did ClearSign Technologies (CLIR) stockholders vote on executive compensation in 2026?

On an advisory basis, stockholders approved the compensation of named executive officers, with 1,826,151 votes for, 379,205 against, 7,908 abstentions, and 1,453,588 broker non-votes. This "say-on-pay" vote expresses stockholder views on executive pay but does not directly change compensation arrangements.

What was the quorum and voting power at the ClearSign Technologies (CLIR) 2026 annual meeting?

A total of 3,666,852 shares of common stock were present or represented by proxy at the meeting, representing 67.79% of the voting power of outstanding voting stock. This level of participation satisfied the quorum requirement to conduct official corporate business.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB