[8-K] ClearSign Technologies Corporation Reports Material Event

Rhea-AI Filing Summary

On 25 July 2025 ClearSign Technologies (CLIR) convened its Annual Meeting with 37.1 M shares present, representing 70.8% of outstanding voting power.

Proposal 1 – Board elections: All six nominees were re-elected. While Louis J. Basenese, Anthony DiGiandomenico and CEO Colin J. Deller each received >98% of votes cast, Catharine M. de Lacy and Judith S. Schrecker obtained only ~33% support (8.7 M for vs. 17.8 M withheld), indicating meaningful shareholder dissent. Former director David M. Maley stepped down and the board was reduced from seven to six seats.

Proposal 2 – Auditor: Shareholders approved BPM CPA LLP as independent auditor for FY 2025 by 34.0 M for, 3.0 M against (92.0% support).

Proposal 3 – Say-on-Pay: Executive compensation passed with 20.4 M for, 3.9 M against, 2.2 M abstentions (76.2% support).

No additional material events or financial results were disclosed.

Positive

• All six board nominees re-elected, ensuring continuity of strategic oversight.
• Auditor BPM CPA LLP ratified with 92% support, indicating investor confidence in financial reporting.
• Say-on-Pay approved, avoiding potential executive compensation dispute.

Negative

• Two directors received only ~33% support, a significant withhold rate that may signal governance issues.
• Say-on-Pay support at 76% is below peer averages, reflecting moderate shareholder dissatisfaction.

Insights

Corporate Governance Analyst

TL;DR: Routine meeting; notable 67% withhold on two directors signals governance concern.

The election slate passed, but the unusually low support for de Lacy and Schrecker highlights investor dissatisfaction—often a warning on board composition or oversight. Say-on-Pay at 76% is above failure level yet below typical S&P small-cap averages (>90%), suggesting moderate compensation discontent. Auditor ratification sailed through, confirming no audit-related controversies. Overall, the filing is governance-focused rather than financial; impact is limited unless the board responds with changes to committee assignments or engagement efforts.

Small-Cap Portfolio Manager

TL;DR: Neutral event; incremental risk from director opposition, no immediate valuation impact.

From a portfolio perspective, shareholder votes do not alter CLIR’s cash flow outlook. Nevertheless, two directors receiving only one-third support could elevate activist attention or proxy advisory scrutiny, potentially increasing governance risk premiums. The passed Say-on-Pay limits near-term upheaval, and auditor approval removes accounting uncertainty. I classify this as not impactful for price action absent follow-up governance changes.

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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): July 25, 2025

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) (Zip Code)

(918) 236-6461

(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 240.13(e)-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 July 25, 2025, ClearSign Technologies Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the beginning of the Annual Meeting, there were 37,126,224 shares of the Company’s common stock, par value $0.0001 per share, present or represented by proxy, which represented 70.82% 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 May 29, 2025. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The three proposals below are each described in more detail in the definitive proxy statement filed with the Securities and Exchange Commission on June 13, 2025, as supplemented on July 11, 2025 (as supplemented, the “Proxy Statement”).

Proposal 1. Election of Directors.

Nominee Name		For		Withheld		Broker Non-Votes
Louis J. Basenese		26,074,018		419,173		10,633,033
Colin James Deller		23,527,028		2,966,163		10,633,033
Anthony DiGiandomenico		25,991,315		501,876		10,633,033
Catharine M. de Lacy		8,676,437		17,816,754		10,633,033
Judith S. Schrecker		8,706,082		17,787,109		10,633,033
G. Todd Silva		12,276,922		14,216,269		10,633,033

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

As previously disclosed, former director David M. Maley previously informed the Company that he would not stand for re-election to the Board upon expiration of his current term, which expired at the Annual Meeting. In connection therewith, also as previously disclosed in the Proxy Statement, the Board decreased the number of directors from seven to six following the Annual Meeting.

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, 2025.

For		Against		Abstentions
34,031,612		2,960,630		133,982

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, 2025.

Proposal 3. The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.

For		Against		Abstentions		Broker Non-Votes
20,433,300		3,851,598		2,208,293		10,633,033

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

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, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 28, 2025

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

FAQ

What was the quorum for ClearSign Technologies' (CLIR) 2025 Annual Meeting?

A quorum of 37,126,224 shares, or 70.82% of outstanding shares, was present or represented.

Which directors faced the highest opposition in CLIR's 2025 vote?

Catharine M. de Lacy and Judith S. Schrecker each received only ~33% support, with over 17.8 M votes withheld.

Was ClearSign's auditor for FY 2025 approved?

Yes. BPM CPA LLP was ratified with 34.0 M votes for and 3.0 M against.

How did shareholders vote on ClearSign's executive compensation?

The Say-on-Pay resolution passed with 20.4 M for, 3.9 M against, and 2.2 M abstentions.

Did ClearSign report any financial results or transactions in this 8-K?

No. The filing solely covers shareholder voting results; no earnings or transaction data were disclosed.