false
0001083743
0001083743
2026-03-26
2026-03-26
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): March 26, 2026
FLUX
POWER HOLDINGS, INC.
(Exact
name of registrant as specified in charter)
| Nevada |
|
001-31543 |
|
92-3550089 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2685
S. Melrose Drive
Vista,
CA 92081
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: 877-505-3589
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:
| ☐ |
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, $0.001 par value per share |
|
FLUX |
|
The
Nasdaq Global Market LLC
(Nasdaq
Capital Market) |
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.
On
March 26, 2026, Flux Power Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange
Commission on February 10, 2026 (the “Proxy Statement”).
At
the close of business on February 2, 2026, the record date of the Annual Meeting, the Company had 21,340,135 shares of common stock outstanding
and entitled to vote. The holders of a total of 14,117,593 shares of common stock were present at the Annual Meeting, either in person
or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.
The
following proposals were submitted to the Company’s stockholders at the Annual Meeting:
| |
1. |
The election of Krishna Vanka, Dale T. Robinette, Michael Johnson,
Lisa Walters-Hoffert and Mark F. Leposky as directors, to serve until the 2027 annual meeting of stockholders or until their respective
successor(s) have been elected or appointed. |
| |
|
|
| |
2. |
The ratification of the appointment of Haskell & White
LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. |
The
number of votes cast for and against or withheld and the number of abstentions and broker non-votes with respect to each matter voted
upon, as applicable, are set forth below:
1.
Board of Directors Election Results
The
following nominees were elected to serve as directors for a term that will continue until the 2027 annual meeting of stockholders or
until their respective successor(s) have been elected or appointed. The number of votes cast regarding each nominee were as follows:
| Director Name | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| Krishna Vanka | |
| 7,337,771 | | |
| 95,082 | | |
| 6,684,740 | |
| Dale T. Robinette | |
| 7,032,674 | | |
| 400,179 | | |
| 6,684,740 | |
| Michael Johnson | |
| 7,285,119 | | |
| 147,734 | | |
| 6,684,740 | |
| Lisa Walters-Hoffert | |
| 6,976,689 | | |
| 456,164 | | |
| 6,684,740 | |
| Mark F. Leposky | |
| 7,126,247 | | |
| 306,606 | | |
| 6,684,740 | |
2.
Ratification of Haskell & White LLP as the Company’s independent registered public accounting firm
The
Company’s stockholders approved the ratification of the appointment of Haskell & White LLP as the Company’s independent
registered public accounting firm for the fiscal year ending June 30, 2026. The number of votes cast for and against and the number of
abstentions for this proposal were as follows (there were no broker non-votes for this proposal):
| Votes
For |
|
Votes
Against |
|
Abstain |
| 14,083,259 |
|
20,822 |
|
13,512 |
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.
| Date:
March 27, 2026 |
Flux
Power Holdings, Inc. |
| |
|
| |
By: |
/s/
Kevin Royal |
| |
|
Kevin
Royal |
| |
|
Chief
Financial Officer |
