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Shareholders back Ideal Power (NASDAQ: IPWR) equity plan and board slate

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

Rhea-AI Filing Summary

Ideal Power Inc. reported results from its 2026 annual stockholder meeting, highlighted by approval of an amended and restated 2013 Equity Incentive Plan. The plan increases authorized shares available for equity awards by 800,000 and extends the plan’s term to June 3, 2036.

Stockholders also elected five directors to serve until the 2027 annual meeting, ratified BPM LLP as independent auditor for the fiscal year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of named executive officers. The updated equity plan became effective immediately upon stockholder approval.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Additional plan shares 800,000 shares Increase in authorized shares under 2013 Equity Incentive Plan
Plan term end date June 3, 2036 Extended term of the 2013 Equity Incentive Plan
Shares represented at meeting 7,010,910 shares Common stock present or by proxy at 2026 annual meeting
Quorum percentage 57.68% Percentage of outstanding shares entitled to vote represented
Auditor ratification votes for 6,988,321 Votes for ratifying BPM LLP as 2026 auditor
Say-on-pay votes for 3,588,466 Advisory approval of named executive officer compensation
Equity plan approval votes for 3,624,425 Votes for amended and restated 2013 Equity Incentive Plan
Equity Incentive Plan financial
"approved the Amended & Restated Ideal Power Inc. 2013 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
broker non-votes financial
"Withheld | | Broker Non-Votes"
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.
non-binding, advisory basis financial
"Approval, on a non-binding, advisory basis, of the compensation"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"Ratification of the appointment of BPM 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.
quorum financial
"57.68% of the outstanding shares entitled to vote, which represented 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.
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false 0001507957 0001507957 2026-06-03 2026-06-03
 
 
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 3, 2026
________________________________________________________________
 
IDEAL POWER INC.
(Exact name of registrant as specified in Charter)
 
Delaware
 
001-36216
 
14-1999058
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)
 
 
5508 Highway 290 West, Suite 120
Austin, Texas, 78735
(Address of Principal Executive Offices)
 
512-264-1542
(Issuer Telephone number)
 
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 (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 CFR240.14a-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-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock
 
IPWR
 
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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 3, 2026, Ideal Power Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast at which the Company’s stockholders approved the Amended & Restated Ideal Power Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan was amended primarily to (1) increase the number of authorized shares under the 2013 Plan by 800,000 shares, (2) modify terms relating to repricing, repurchase or cancellation of options without stockholder approval, and (3) extend the term of the 2013 Plan to June 3, 2036. The 2013 Plan became effective immediately upon stockholder approval at the Annual Meeting.
 
A summary of the material terms of the 2013 Plan are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). The summaries of the 2013 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2013 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference. 
 
 
Item 5.07.         Submission of Matters to a Vote of Security Holders.
 
As noted above, the Company held its Annual Meeting on June 3, 2026, at which there were 7,010,910 shares of common stock represented to vote either in person or by proxy, or 57.68% of the outstanding shares entitled to vote, which represented a quorum. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:
 
Proposal 1 — Election of five directors to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified.
 
Nominee:
 
For
 
Withheld
 
Broker Non-Votes
David Somo
 
4,273,623
 
16,964
 
2,720,323
Drue Freeman
 
4,139,174
 
151,413
 
2,720,323
Gregory Knight
 
4,251,652
 
38,935
 
2,720,323
Ted Lesster
 
4,239,049
 
51,538
 
2,720,323
Michael C. Turmelle
 
4,239,230
 
51,357
 
2,720,323
 
Proposal 2 — Ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
 
For
 
Against
 
Abstain
 
6,988,321
 
14,395
 
8,194
 
 
Proposal 3 — Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
3,588,466
 
625,041
 
77,080
 
2,720,323
 
 
Proposal 4 — Approval of the Amended and Restated Ideal Power Inc. 2013 Equity Incentive Plan.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
3,624,425
 
601,975
 
64,187
 
2,720,323
 
 
 
 

 
 
Item 9.01.         Financial Statements and Exhibits.
 
d)  Exhibits.
 
Exhibit No.
 
Description
10.1
 
Amended and Restated Ideal Power Inc. 2013 Equity Incentive Plan
104
 
Cover 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 Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: June 4, 2026
IDEAL POWER INC.
 
       
       
 
By:  
/s/ Timothy Burns  
   
Timothy Burns
 
   
Chief Financial Officer
 
 
 
 
 
 
 

FAQ

What did Ideal Power (IPWR) shareholders approve at the 2026 annual meeting?

Shareholders approved an amended and restated 2013 Equity Incentive Plan, elected five directors, ratified BPM LLP as auditor, and supported executive compensation on an advisory basis. These decisions set governance, compensation, and incentive structures for the coming years.

How many additional shares did Ideal Power (IPWR) add to its 2013 Equity Incentive Plan?

The amended plan increases the number of authorized shares under the 2013 Equity Incentive Plan by 800,000 shares. These shares are reserved for future equity awards, aligning compensation with stock performance over an extended time horizon.

When does Ideal Power’s (IPWR) amended 2013 Equity Incentive Plan now expire?

The amended 2013 Equity Incentive Plan’s term is extended to June 3, 2036. This longer duration allows the company to grant stock-based awards over the next decade to attract, retain, and incentivize employees and other eligible participants.

What was the level of shareholder participation at Ideal Power’s 2026 annual meeting?

A total of 7,010,910 shares of common stock were represented in person or by proxy, equal to 57.68% of outstanding shares entitled to vote. This turnout satisfied quorum requirements, allowing all proposals to be considered and voted upon.

Which auditor did Ideal Power (IPWR) shareholders ratify for the 2026 fiscal year?

Shareholders ratified BPM LLP as Ideal Power’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received strong support, reinforcing continuity in the company’s external financial auditing relationship.

How did Ideal Power (IPWR) shareholders vote on say-on-pay and the equity plan proposal?

For say-on-pay, 3,588,466 votes were for, 625,041 against, and 77,080 abstaining. For the amended equity plan, 3,624,425 were for, 601,975 against, and 64,187 abstaining, indicating generally supportive but not unanimous views on compensation and incentives.

Filing Exhibits & Attachments

5 documents