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T3 Defense (NYSE: DFNS) investors back 2026 evergreen incentive plan

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

T3 Defense Inc. held its 2026 annual meeting of stockholders on August 5, 2026. As of the July 9, 2026 record date, 126,311,902 shares of common stock were outstanding, with 66,928,688 shares present or represented by proxy, constituting a quorum. These figures do not reflect the 1:125 reverse stock split effective July 20, 2026.

Stockholders elected all four director nominees to serve until the next annual meeting and ratified Somekh Chaikin, a member firm of KPMG International, as independent external auditors for the year ending December 31, 2026, with 64,462,132 votes for, 2,078,731 against and 487,815 abstentions.

Stockholders also approved the 2026 Evergreen Equity Incentive Plan, with 41,649,539 votes for and 3,602,360 against. The plan includes an initial authorization of 176,000 post-split shares of common stock for issuance, with the share reserve to increase 8% annually.

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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.
Shares outstanding on record date 126,311,902 shares Common stock issued and outstanding as of July 9, 2026 record date
Shares represented at meeting 66,928,688 shares Common stock present or represented by proxy at August 5, 2026 annual meeting
Equity plan initial share pool 176,000 shares Initial authorization of post-split common shares under 2026 Evergreen Equity Incentive Plan
Annual equity plan increase 8% annually Share reserve under the 2026 Evergreen Equity Incentive Plan increases each year
Votes for equity plan 41,649,539 Votes cast in favor of Proposal No. 3 approving the equity incentive plan
Votes for auditor ratification 64,462,132 Votes in favor of ratifying Somekh Chaikin as independent auditors
Reverse stock split ratio 1:125 Reverse stock split effective July 20, 2026
Warrant exercise price $11,500.00 per share Each warrant exercisable for one share of common stock
reverse stock split financial
"not reflective of the 1:125 reverse stock split effective July 20, 2026"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Evergreen Equity Incentive Plan financial
"approved and adopted the 2026 Evergreen Equity Incentive Plan"
broker non-vote financial
"FOR, AGAINST, ABSTAIN, BROKER NON-VOTE vote totals on Proposal No. 3"
record date financial
"As of the record date of July 9, 2026, 126,311,902 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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FAQ

What did T3 Defense (DFNS) stockholders vote on at the August 5, 2026 annual meeting?

T3 Defense (DFNS) stockholders voted on electing four directors, ratifying Somekh Chaikin as independent auditors for 2026, and approving the 2026 Evergreen Equity Incentive Plan. All proposals received sufficient support and were approved at the annual meeting.

How many T3 Defense (DFNS) shares were eligible to vote and formed the quorum?

As of the July 9, 2026 record date, 126,311,902 shares of T3 Defense (DFNS) common stock were outstanding and entitled to vote. At the annual meeting, 66,928,688 shares were present or represented by proxy, which satisfied the quorum requirement.

Were all director nominees elected at T3 Defense (DFNS)’s 2026 annual meeting?

Yes. All four T3 Defense (DFNS) director nominees, including Menachem Shalom, Shiran Fridman, Tomer Nagar, and Asaf Nachum, were elected to serve until the next annual meeting, receiving approximately 44 million votes each in favor, with broker non-votes recorded.

Did T3 Defense (DFNS) stockholders approve the 2026 Evergreen Equity Incentive Plan?

Yes. T3 Defense (DFNS) stockholders approved the 2026 Evergreen Equity Incentive Plan with 41,649,539 votes for and 3,602,360 against. The plan authorizes 176,000 post-split shares initially, with the share reserve increasing 8% annually for future equity issuances.

Which audit firm did T3 Defense (DFNS) stockholders ratify for the 2026 fiscal year?

Stockholders ratified Somekh Chaikin, a member firm of KPMG International, as T3 Defense (DFNS)’s independent external auditors for the year ending December 31, 2026. The ratification received 64,462,132 votes for, 2,078,731 against, and 487,815 abstentions.

What reverse stock split did T3 Defense (DFNS) implement in July 2026?

T3 Defense (DFNS) implemented a 1:125 reverse stock split effective July 20, 2026. The company noted that share counts reported for the July 9, 2026 record date and the August 5, 2026 annual meeting do not reflect the impact of this reverse split.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 5, 2026

 

T3 DEFENSE INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-39341   38-3912845
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification Number)

 

575 Fifth Avenue, 14th Floor

New York, New York 10017

(Address of principal executive offices)

 

646-257-4214

(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 to 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, $0.0001 par value per share   DFNS   The Nasdaq Stock Market LLC
         
Warrants, each warrant exercisable for one Share of Common Stock for $11,500.00 per share   DFNSW   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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 August 5, 2026, T3 Defense Inc. (the “Company”) held its annual meeting of stockholders for the calendar year 2026 (the “Annual Meeting”). As of the record date of July 9, 2026 (the “Record Date”), 126,311,902 shares of common stock, $0.0001 par value per share (the “Common Stock”), were issued and outstanding and entitled to vote at the Annual Meeting. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 66,928,688 shares of Common Stock, representing a quorum. Each of the matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 9, 2026, as supplemented on each of July 14, 2026 and July 16, 2026.

 

The number of shares issued and outstanding as of the Record Date and the number present or represented by proxy at the Annual Meeting are not reflective of the 1:125 reverse stock split effective July 20, 2026.

 

The stockholders voted on the following proposals at the Annual Meeting:

 

1.Election of four directors to hold office until the 2027 annual meeting of stockholders of the Company and until their respective successors have been duly elected and qualified. The Company’s nominees were Menachem Shalom, Shiran Fridman, Tomer Nagar and Asaf Nachum.

 

2.Ratification of the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent external auditors for the fiscal year ending December 31, 2026 and to authorize the Company’s Board of Directors to fix their remuneration.

 

3.Approval and adoption of the 2026 Evergreen Equity Incentive Plan and the initial authorization of 176,000 post-split shares of common stock for issuance thereunder, with such number to increase 8% annually.

 

The final results were as follows:

 

Proposal No. 1: Election of Directors

 

NAME OF NOMINEE  FOR   WITHHELD   BROKER
NON-VOTE
 
             
Menachem Shalom   44,087,827    1,205,062    21,735,789 
Shiran Fridman   44,094,412    1,198,477    21,735,789 
Tomer Nagar   44,009,743    1,283,146    21,735,789 
Asaf Nachum   44,094,285    1,198,604    21,735,789 

 

Each of the Company’s nominees was elected to serve as a director until the next annual meeting of the stockholders, and until such director’s successor has been duly elected and qualified.

 

Proposal No. 2: Ratify the appointment of Somekh Chaikin as the Company’s independent auditors

 

FOR   AGAINST   ABSTAIN 
 64,462,132    2,078,731    487,815 

 

The stockholders ratified the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent external auditors for the fiscal year ending December 31, 2026 and to authorize the Company’s Board of Directors to fix their remuneration.

 

Proposal No. 3: Approve the 2026 Evergreen Equity Incentive Plan

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 
                  
 41,649,539    3,602,360    40,990    21,735,789 

 

The stockholders approved and adopted the 2026 Evergreen Equity Incentive Plan and the initial authorization of 176,000 shares of common stock (reflecting post-split shares) for issuance thereunder, with such number to increase 8% annually.

 

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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.

 

  T3 DEFENSE INC.
     
Date: August 6, 2026 By: /s/ Menachem Shalom
  Name:  Menachem Shalom
  Title: Chief Executive Officer

 

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