STOCK TITAN
  1. Home
  2. Sec-filings
  3. MNTS
  4. [8-K] Momentus Inc. Reports Material Event

Momentus (NASDAQ: MNTS) holders approve directors, equity plan and say-on-pay terms

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

Rhea-AI Filing Summary

Momentus Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected Chris Hadfield and John C. Rood as directors, each receiving around 890,000 votes in favor, to serve until the 2029 annual meeting.

They ratified Frank, Rimerman + Co. LLP as the independent registered public accounting firm for the 2026 fiscal year, with over 2.25 million votes for. Stockholders approved amendments to the 2021 Equity Incentive Plan, including increasing shares available for issuance and raising the annual evergreen percentage, and supported executive compensation in an advisory say‑on‑pay vote.

Investors also backed holding future say‑on‑pay votes every three years, with the three‑year option receiving the most support.

Positive

  • None.

Negative

  • None.
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.
Votes for Chris Hadfield 892,532 votes Election as director at 2026 annual meeting
Votes for John C. Rood 890,446 votes Election as director at 2026 annual meeting
Auditor ratification votes for 2,256,257 votes Ratification of Frank, Rimerman + Co. LLP for 2026 fiscal year
Equity plan share increase votes for 795,227 votes Amendment to 2021 Equity Incentive Plan
Evergreen increase votes for 668,009 votes Evergreen percentage amendment to 2021 Equity Incentive Plan
Say-on-pay votes for 842,147 votes Advisory approval of executive compensation
Say-on-pay 3-year frequency votes 667,946 votes Preferred frequency of future say-on-pay votes
Broker Non-Votes financial
"For | Against | Abstain | Broker Non-Vote 795,227 | 113,598 | 5,993 | 1,361,297"
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.
evergreen percentage financial
"to increase annual evergreen percentage increase to the number of shares available"
say-on-pay financial
"Approval, on an advisory basis, of the compensation of the Company’s named executive officers"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the 2026 fiscal year"
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.
advisory basis financial
"Approval, on an advisory basis, of the frequency of future advisory votes"
Understanding 8-K Material Events →
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
 
May 19, 2026
Date of Report (date of earliest event reported)
 
Momentus Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-39128
84-1905538
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

1762 Automation Parkway
San Jose, California
  
95131
(Address of Principal Executive Offices)
  
(Zip Code)
 
(650) 564-7820
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 (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(g) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock
 MNTS
The Nasdaq Stock Market LLC
Warrants
 MNTSW
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 May 19, 2026, Momentus Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A quorum was present at the meeting. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

Proposal 1
Election of Two Directors

Voting results for the election of directors were as follows:

Momentus Nominees
For
Withheld
Broker Non-Votes
Chris Hadfield
892,532
22,286
1,361,297
John C. Rood
890,446
24,372
1,361,297

Accordingly, both of the Company’s nominees were elected to serve as directors of the Company until the 2029 Annual Meeting of Stockholders and until their respective successors are appointed, elected, and qualified.

Proposal 2
Ratification of Appointment of Auditors

Ratification of the appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved by the following vote:

For
Against
Abstain
2,256,257
14,739
5,119

Proposal 3
Equity Incentive Plan Proposal

Approval of an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares available for issuance thereunder was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
795,227
113,598
5,993
1,361,297

Proposal 4
Evergreen Share Proposal

Approval of an amendment to the Company’s 2021 Equity Incentive Plan to increase annual evergreen percentage increase to the number of shares available for issuance thereunder was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
668,009
117,635
129,174
1,361,297



Proposal 5
Say-on-Pay Proposal

Approval, on an advisory basis, of the compensation of the Company’s named executive officers was approved by the following vote:

For
Against
Abstain
Broker Non-Vote
842,147
54,357
18,314
1,361,297



Proposal 6
Say-on-Pay Frequency Proposal

Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers was approved at a frequency of every “three years” by the following vote:

1 Year
2 Years
3 Years
Abstain
218,956
3,315
667,946
24,601

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits. The exhibits listed on the exhibit index accompanying this Current Report on Form 8-K are furnished herewith.
 
Exhibit No.
  
Description
10.1
  
Second Amendment to the 2021 Equity Incentive Plan.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
By:
  
/s/ Lon Ensler

 
Name:
  
Lon Ensler
Dated:
May 22, 2026
Title:
  
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Momentus Inc. (MNTS) stockholders decide at the 2026 annual meeting?

Stockholders elected two directors, ratified the 2026 auditor, approved changes to the 2021 Equity Incentive Plan, endorsed executive pay on an advisory basis, and chose a three-year frequency for future say-on-pay votes, setting key governance and compensation policies for the company.

Which directors were elected at Momentus Inc.’s 2026 annual meeting?

Chris Hadfield and John C. Rood were elected as directors. Hadfield received 892,532 votes for and 22,286 withheld, while Rood received 890,446 for and 24,372 withheld, with 1,361,297 broker non-votes for each, and will serve until the 2029 annual meeting.

Did Momentus Inc. (MNTS) stockholders approve the 2021 Equity Incentive Plan amendments?

Yes. Stockholders approved increasing shares available under the 2021 Equity Incentive Plan with 795,227 votes for, and a separate amendment raising the annual evergreen percentage with 668,009 votes for. Both items also recorded broker non-votes, reflecting uninstructed shares held in street name.

How did Momentus Inc. stockholders vote on executive compensation (say-on-pay)?

Stockholders approved the compensation of named executive officers on an advisory basis. The say-on-pay proposal received 842,147 votes for, 54,357 against, and 18,314 abstentions, along with 1,361,297 broker non-votes, indicating overall shareholder support for current pay practices.

What say-on-pay vote frequency did Momentus Inc. (MNTS) stockholders prefer?

Stockholders favored holding say-on-pay votes every three years. The frequency proposal received 667,946 votes for three years, compared with 218,956 for one year, 3,315 for two years, and 24,601 abstentions, setting the preferred cadence for future advisory compensation votes.

Who is Momentus Inc.’s independent auditor for the 2026 fiscal year?

Stockholders ratified Frank, Rimerman + Co. LLP as independent registered public accounting firm for 2026. The ratification drew 2,256,257 votes for, 14,739 against, and 5,119 abstentions, confirming shareholder support for continuing with the same audit firm for the current fiscal year.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents