Hyperscale Data (NYSE: GPUS) investors approve 3-year say-on-pay and 2025 plan

Rhea-AI Filing Summary

Hyperscale Data, Inc. reported the results of its 2025 Annual Meeting of Stockholders. As of the record date, the company had 323,323,914 shares of Class A common stock, 24,468,726 shares of Class B common stock and several series of preferred stock outstanding and entitled to vote. Stockholders elected six directors, with each nominee receiving over 162 million votes in favor, and ratified CBIZ CPAs P.C. as independent auditor for the fiscal year ending December 31, 2025.

Investors approved, on a non-binding basis, the compensation of named executive officers and strongly supported holding future advisory votes on executive pay every three years, with 160,104,109 votes cast for a three-year frequency. Based on this outcome, the company chose a three-year schedule for say-on-pay votes. Stockholders also approved the Hyperscale Data, Inc. 2025 Stock Incentive Plan. A proposal to adjourn the meeting, if needed to obtain additional votes, was not presented because sufficient votes were already obtained on the other matters.

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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): December 29, 2025

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-12711		94-1721931
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

(949) 444-5464

(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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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
Class A Common Stock, $0.001 par value		GPUS		NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share		GPUS PD		NYSE American

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders

On December 29, 2025, Hyperscale Data, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Meeting”). As of December 1, 2025, the record date for the Meeting, the Company had outstanding and entitled to vote (i) 323,323,914 shares of its Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), (ii) 24,468,726 shares of the Company’s Class B Common Stock, par value $0.001 per share, (iii) 3,000 shares of its Series B Convertible Preferred Stock, (iv) 50,000 shares of its Series C Convertible Preferred Stock, (v) 960 shares of its Series G Convertible Preferred Stock, and (vi) 4,000 shares of its Series H Convertible Preferred Stock, which together constitute all of the outstanding voting capital stock of the Company.

At the Meeting, the stockholders voted on five proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 4, 2025. At the Meeting, stockholders appointed six (6) directors and approved proposals 2, 3, 4 and 5, each of which were presented for a vote. In addition, proposal 6 set forth in the proxy statement for the Meeting to approve the adjournment of the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there not sufficient votes to approve other proposals before the Meeting was not presented at the Meeting, as there were sufficient votes present and cast in favor of such other matters to render such proposal moot. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.

Proposal One: The election of six director nominees named by the Company to hold office until the next annual meeting of stockholders. 

		For		Against		Abstain		Broker Non-Votes
Milton C. Ault, III		162,345,130		3,282,170		280,495		94,706,521
William B. Horne		162,542,944		2,954,347		410,504		94,706,521
Henry C. Nisser		162,612,442		2,888,323		407,030		94,706,521
Robert O. Smith		162,071,317		3,418,558		417,920		94,706,521
Jeffrey A. Bentz		162,259,842		3,218,247		429,706		94,706,521
Mordechai Rosenberg		162,145,993		3,331,327		430,475		94,706,521

Proposal Two: The ratification of CBIZ CPAs P.C., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For		Against		Abstain		Broker Non-Votes
247,848,230		8,362,279		4,403,806		1

Proposal Three: Approval of, on a non-binding advisory basis, the compensation of our named executive officers.

For		Against		Abstain		Broker Non-Votes
162,021,748		3,539,133		346,914		94,706,521

Proposal Four: Approval of, on a non-binding advisory basis, the frequency of advisory approval of the compensation of our named executive officers.

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
444,903		512,858		160,104,109		841,326		94,706,520

Following the Company’s receipt of the voting results on Proposal Four, the Company has determined to proceed with a frequency for voting on executive compensation of every three years.

Proposal Five: Approval of the Hyperscale Data, Inc. 2025 Stock Incentive Plan.

For		Against		Abstain		Broker Non-Votes
162,129,649		3,529,269		248,877		94,706,521

Proposal Six: Approval of the adjournment of the Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve other proposals before the Meeting.

At the Meeting, the proposal to approve the adjournment of the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were not sufficient votes to approve other proposals before the Meeting was moot as described above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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.

	HYPERSCALE DATA, INC.
Dated: December 29, 2025	/s/ Henry Nisser
	Henry Nisser President and General Counsel

FAQ

What did Hyperscale Data (GPUS) stockholders vote on at the 2025 annual meeting?

Stockholders of Hyperscale Data, Inc. voted to elect six directors, ratify CBIZ CPAs P.C. as the independent auditor for the fiscal year ending December 31, 2025, approve on an advisory basis the compensation of named executive officers, set the frequency of future say-on-pay votes, and approve the Hyperscale Data, Inc. 2025 Stock Incentive Plan.

Were the director nominees elected at Hyperscale Datas 2025 annual meeting?

Yes. All six director nominees, including Milton C. Ault, III, William B. Horne, Henry C. Nisser, Robert O. Smith, Jeffrey A. Bentz and Mordechai Rosenberg, were elected. Each received more than 162 million votes cast in favor, with broker non-votes of 94,706,521 reported for each nominee.

Which auditor did Hyperscale Data (GPUS) stockholders ratify for 2025?

Stockholders ratified CBIZ CPAs P.C. as Hyperscale Datas independent registered public accounting firm for the fiscal year ending December 31, 2025, with 247,848,230 votes for, 8,362,279 against and 4,403,806 abstentions.

How did Hyperscale Data stockholders vote on executive compensation (say-on-pay)?

On a non-binding advisory basis, stockholders approved the compensation of Hyperscale Datas named executive officers, with 162,021,748 votes for, 3,539,133 against and 346,914 abstentions, along with 94,706,521 broker non-votes.

What frequency did Hyperscale Data choose for future say-on-pay votes?

In the frequency vote for say-on-pay, stockholders cast 160,104,109 votes for a three-year frequency, compared with 444,903 votes for one year and 512,858 votes for two years. After reviewing these results, the company decided to hold advisory votes on executive compensation every three years.

Was the Hyperscale Data 2025 Stock Incentive Plan approved?

Yes. Stockholders approved the Hyperscale Data, Inc. 2025 Stock Incentive Plan with 162,129,649 votes for, 3,529,269 against and 248,877 abstentions, plus 94,706,521 broker non-votes.

What happened to the proposal to adjourn Hyperscale Datas 2025 annual meeting?

A proposal to adjourn the meeting if additional time was needed to solicit votes became moot and was not presented, because there were already sufficient votes in favor of the other submitted proposals.