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Castellum (NYSE: CTM) investors back board slate and expand stock plan

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

Rhea-AI Filing Summary

Castellum, Inc. reported voting results from its May 19, 2026 annual stockholder meeting. Stockholders elected five directors to serve until the next annual meeting, with Glen R. Ives receiving 29,097,115 votes in favor and 4,619,401 withheld.

Stockholders also ratified the appointment of RSM US LLP as independent registered public accounting firm for the fiscal year ended December 31, 2026, with 53,771,662 votes for and 2,553,667 against. In addition, they approved an amendment to the Second Amended 2021 Stock Incentive Plan to increase the aggregate number of shares reserved for issuance under the plan to 13,000,000, with 19,780,876 votes for and 13,632,126 against.

Positive

  • None.

Negative

  • None.
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.
Votes for Glen R. Ives 29,097,115 votes Director election at 2026 annual meeting
Auditor ratification for votes 53,771,662 votes RSM US LLP ratified for fiscal year ended December 31, 2026
Auditor ratification against votes 2,553,667 votes RSM US LLP ratification proposal
Stock plan amendment for votes 19,780,876 votes Proposal 3 to amend 2021 Stock Incentive Plan
Shares reserved under stock plan 13,000,000 shares Aggregate number reserved under Second Amended 2021 Stock Incentive Plan
broker non-votes financial
"Broker Non-Votes Mark S. Alarie | 26,773,763 | 6,942,753 | 22,789,172"
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
"appointment of RSM US LLP 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.
Emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Stock Incentive Plan financial
"Second Amended 2021 Stock Incentive Plan to increase the aggregate number of shares reserved"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
Understanding 8-K Material Events →
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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): 5/19/2026
CASTELLUM, INC.
(Exact name of Registrant as specified in its charter)
Nevada001-4152627-4079982
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1934 Old Gallows Road, Suite 350
Vienna, VA 22182
(Address of principal executive offices, including zip code)
703-752-6157
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐Written communication 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 240.13(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareCTMNYSE 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
The Company held its annual meeting of stockholders on May 19, 2026 (the “2026 Annual Meeting”), at which three proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on April 7, 2026 (the “2026 Proxy Statement”). A quorum of the Company’s common shares was present for the 2026 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

Proposal 1 - Stockholders elected five directors of the Company to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualify. The name of each director elected, and the votes cast for such individuals are set forth below:
NameFor Withheld Broker Non-Votes
Mark S. Alarie26,773,7636,942,75322,789,172
John F. Campbell26,063,0197,653,49722,789,172
Bernard S. Champoux26,970,0176,746,49922,789,172
Glen R. Ives29,097,1154,619,40122,789,172
C. Thomas McMillen26,288,6487,427,86822,789,172

Proposal 2 - Stockholders approved a proposal to ratify the Company’s appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026. The votes regarding Proposal 2 are set forth below:

For Against Abstentions
53,771,6622,553,667180,359

Proposal 3 - Stockholders approved an amendment to the Castellum, Inc. Second Amended 2021 Stock Incentive Plan to increase the aggregate number of shares reserved for issuance under the plan to 13,000,000. The votes regarding Proposal 3 are set forth below:

For Against AbstentionsBroker Non-Votes
19,780,87613,632,126303,51422,789,172

Item 9.01 Financial Statements and Exhibits.

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


SIGNATURES
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.
CASTELLUM, INC.
Date: May 20, 2026By:/s/ Glen R. Ives
Name:Glen R. Ives
Title:Chief Executive Officer (Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Castellum (CTM) stockholders vote on at the 2026 annual meeting?

Castellum stockholders voted on electing five directors, ratifying RSM US LLP as the independent registered public accounting firm for 2026, and amending the Second Amended 2021 Stock Incentive Plan to increase reserved shares to 13,000,000.

Were Castellum (CTM) directors re-elected at the 2026 annual meeting?

Yes. Stockholders elected five directors, including Glen R. Ives, who received 29,097,115 votes for and 4,619,401 withheld. Other directors, such as Mark S. Alarie and C. Thomas McMillen, also received more votes for than withheld.

Did Castellum (CTM) stockholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified the appointment of RSM US LLP as Castellum’s independent registered public accounting firm for the year ended December 31, 2026, with 53,771,662 votes for, 2,553,667 against, and 180,359 abstentions recorded.

What change was approved to Castellum (CTM)’s 2021 Stock Incentive Plan?

Stockholders approved an amendment to the Castellum Second Amended 2021 Stock Incentive Plan that increases the aggregate number of shares reserved for issuance under the plan to 13,000,000, with 19,780,876 votes for and 13,632,126 votes against the proposal.

How many broker non-votes occurred on Castellum (CTM)’s director elections?

Each director election showed 22,789,172 broker non-votes. This figure applied to all five directors listed, including Mark S. Alarie, John F. Campbell, Bernard S. Champoux, Glen R. Ives, and C. Thomas McMillen on Proposal 1.

Filing Exhibits & Attachments

3 documents

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