Energy Focus holders elect board, ratify auditor

Energy Focus, Inc. reported the results of its annual shareholder meeting held on June 12, 2026 for the fiscal year ended December 31, 2025.

Accepted by SEC EDGAR 06/17/2026 - 09:19 AM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Energy Focus, Inc. reported the results of its annual shareholder meeting held on June 12, 2026 for the fiscal year ended December 31, 2025. Shareholders voted on the election of seven directors and the ratification of the company’s independent auditor.

As of the April 15, 2026 record date, there were 6,303,433 shares of common stock entitled to one vote per share and 876,447 shares of Series A Convertible Preferred Stock entitled to 0.01582 of a vote per share. Holders representing 70.39% of the voting power, or 4,447,158 shares, were present in person or by proxy, establishing a quorum.

All seven director nominees received strong support, each obtaining approximately 3.93 million votes "for" with a small number of withheld votes and 514,854 broker non-votes. Shareholders also approved the ratification of GBQ Partners LLC as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 4,401,084 votes for, 16,083 against, and 29,991 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Common shares entitled to vote: 6,303,433 shares Series A Preferred shares entitled to vote: 876,447 shares Series A voting fraction: 0.01582 vote per share +5 more

8 metrics

Common shares entitled to vote 6,303,433 shares As of record date April 15, 2026

Series A Preferred shares entitled to vote 876,447 shares As of record date April 15, 2026

Series A voting fraction 0.01582 vote per share Voting power per Series A Convertible Preferred share

Voting power represented 70.39% Quorum at June 12, 2026 annual meeting

Shares represented 4,447,158 shares Common and Series A represented in person or by proxy

Votes for auditor ratification 4,401,084 votes Ratification of GBQ Partners LLC for fiscal year 2026

Votes against auditor ratification 16,083 votes Opposition to GBQ Partners LLC ratification

Abstentions on auditor ratification 29,991 votes Abstaining votes on GBQ Partners LLC ratification

Key Terms

Series A Convertible Preferred Stock, Broker Non-Votes, independent registered public accounting firm, quorum

4 terms

Series A Convertible Preferred Stock financial

"shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, entitled to 0.01582 of a vote per share"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Broker Non-Votes financial

"Broker Non-Votes have been counted in the voting results below"

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

"to ratify the appointment of GBQ Partners LLC 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.

quorum financial

"representing 70.39% of the voting power ... which constitutes a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was approved at Energy Focus (EFOI) 2026 annual shareholder meeting?

Shareholders elected seven directors and ratified GBQ Partners LLC as independent auditor for 2026. All director nominees received strong support, and the auditor ratification passed with 4,401,084 votes for, 16,083 against, and 29,991 abstentions.

What voting power was represented at Energy Focus (EFOI) 2026 annual meeting?

The meeting had 4,447,158 shares of common and Series A preferred represented, equal to 70.39% of the company’s total voting power. This level of participation satisfied quorum requirements, allowing all proposals to be validly considered and decided.

How many shares were entitled to vote at Energy Focus (EFOI) 2026 annual meeting?

As of the April 15, 2026 record date, 6,303,433 common shares with one vote each and 876,447 Series A Convertible Preferred shares with 0.01582 vote each were issued, outstanding, and entitled to vote at the annual meeting.

Who were the directors elected at Energy Focus (EFOI) 2026 annual meeting?

Shareholders elected Kin-Fu Chen, Jay (Chiao-Chieh) Huang, Wen-Jeng Chang, Shou-Jang Lee, Chao-Jen Huang, Wen-Cheng Chen, and Sophia Ann Shee. Each nominee received about 3.93 million votes for, a small number of withheld votes, and 514,854 broker non-votes.

Which audit firm did Energy Focus (EFOI) shareholders ratify for fiscal 2026?

Shareholders ratified GBQ Partners LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification passed with 4,401,084 votes for, 16,083 against, and 29,991 abstaining, and broker non-votes included in the tally.

What is the voting entitlement of Energy Focus (EFOI) Series A Convertible Preferred Stock?

The Series A Convertible Preferred Stock carries 0.01582 of a vote per share. At the April 15, 2026 record date, 876,447 preferred shares were issued, outstanding, and entitled to vote alongside common shares at the annual meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 12, 2026

ENERGY FOCUS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36583

94-3021850

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


32000 Aurora Road Suite B	Solon,	OH	44139
(Address of principal executive offices)			(Zip Code)

(440) 715-1300

(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 obligations 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 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 $0.0001 per share	EFOI	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 12, 2026, Energy Focus, Inc., a Delaware corporation (the “Company”) held its annual meeting of the stockholders (the “Annual Meeting”) for its fiscal year ended December 31, 2025. Set forth below are the two proposals that were voted on at the Annual Meeting and the corresponding stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026.

As of April 15, 2026, the record date for the Annual Meeting, there were 6,303,433 shares of Common Stock, par value $0.0001 per share, entitled to one vote per share (the “Common Stock”) and 876,447 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, entitled to 0.01582 of a vote per share (the “Series A Convertible Preferred Stock”) issued, outstanding and entitled to vote. Holders of an aggregate of 4,447,158 shares of the Company’s Common Stock and Series A Convertible Preferred Stock were present in person or represented by proxy at the Annual Meeting, representing 70.39% of the voting power of the Company’s outstanding shares entitled to vote at the meeting, which constitutes a quorum.

With respect to the proposals, the results of the voting were as follows:

Proposal 1: Election of Directors


Director Nominees	For	Withheld	Broker Non-Votes
Kin-Fu Chen	3,925,590	6,714	514,854
Jay (Chiao-Chieh) Huang	3,925,424	6,880	514,854
Wen-Jeng Chang	3,925,589	6,715	514,854
Shou-Jang Lee	3,925,673	6,631	514,854
Chao-Jen Huang	3,925,590	6,714	514,854
Wen-Cheng Chen	3,925,672	6,632	514,854
Sophia Ann Shee	3,925,577	6,727	514,854

The seven directors listed above were elected to serve until the next annual meeting of the stockholders or until their respective successors are duly elected or appointed.

Proposal 2: To ratify the appointment of GBQ Partners LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Broker Non-Votes have been counted in the voting results below:


For	Against	Abstain
4,401,084	16,083	29,991

The proposal to ratify the appointment of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved and adopted.

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 17, 2026


	ENERGY FOCUS, INC.


	By:	/s/ Chiao Chieh (Jay) Huang
	Name:	Chiao Chieh (Jay) Huang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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