Neonode (NEON) investors back board, Crowe LLP and say-on-pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Neonode Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. Stockholders reelected Peter Lindell and Per Löfgren as Class III directors for three-year terms, with 5,192,121 and 5,944,694 votes for, respectively.

They also ratified Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 8,388,399 votes for. In an advisory say-on-pay vote, stockholders approved compensation for the company’s named executive officers, receiving 5,919,473 votes for.

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

Votes for Peter Lindell: 5,192,121 votes Votes for Per Löfgren: 5,944,694 votes Broker non-votes on director elections: 2,371,599 votes +4 more

7 metrics

Votes for Peter Lindell 5,192,121 votes Election to three-year Class III director term

Votes for Per Löfgren 5,944,694 votes Election to three-year Class III director term

Broker non-votes on director elections 2,371,599 votes Each Class III director proposal

Votes for Crowe LLP ratification 8,388,399 votes Auditor for year ending December 31, 2026

Votes against Crowe LLP ratification 156,128 votes Auditor ratification proposal

Votes for say-on-pay 5,919,473 votes Advisory vote on executive compensation

Votes against say-on-pay 160,182 votes Advisory vote on executive compensation

Key Terms

Broker Non-Votes, independent registered public accounting firm, advisory vote, named executive officers, +1 more

5 terms

Broker Non-Votes financial

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

"Crowe LLP as the Company’s independent registered public accounting firm for the 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 vote financial

"Stockholders indicated their approval, on an advisory basis, of the compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"approval, on an advisory basis, of the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Audit Committee financial

"ratified the selection Crowe LLP by the Audit Committee of the Board of Directors"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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Understanding 8-K Material Events →

06/17/2026 - 04:15 PM

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 17, 2026

NEONODE INC.

(Exact name of issuer of securities held pursuant to the plan)

Commission File Number 001-35526

Delaware		94-1517641
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

Karlavägen 100, 115 26 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

+46 (0) 702958519

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 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(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NEON		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 17, 2026, Neonode Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders. The following matters were submitted to the Company’s stockholders:

Proposal 1: Election of Directors

Each of Messrs. Peter Lindell and Per Löfgren was reelected to the Board of Directors for a three-year term as a Class III director. The results of the votes were as follows:

Proposal	Votes For		Withheld		Broker Non-Votes
Elect Peter Lindell to a three-year term to the Board of Directors		5,192,121		1,531,481		2,371,599
Elect Per Löfgren to a three-year term to the Board of Directors		5,944,694		778,908		2,371,599

Proposal 2: Ratification of Independent Registered Public Accounting Firm

The stockholders ratified the selection Crowe LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
Ratification of Crowe LLP as the Company’s independent registered public accounting firm			8,388,399				156,128				550,674				-

Proposal 3: Say-On-Pay Vote

Stockholders indicated their approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the votes were as follows:

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
Advisory vote on named executive officer compensation			5,919,473				160,182				643,947				2,371,599

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 thereunto duly authorized.

Date: June 17, 2026	NEONODE INC.

	By:	/s/ Fredrik Nihlén
	Name:	Fredrik Nihlén
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Neonode Inc. (NEON) stockholders decide at the 2026 annual meeting?

Stockholders reelected two Class III directors, ratified Crowe LLP as auditor, and approved executive compensation on an advisory basis. These votes confirm the existing board composition, the chosen audit firm, and support for current pay practices for named executive officers.

Which directors were reelected at Neonode Inc.’s 2026 annual meeting?

Peter Lindell and Per Löfgren were reelected as Class III directors for three-year terms. Lindell received 5,192,121 votes for and 1,531,481 withheld, while Löfgren received 5,944,694 votes for and 778,908 withheld, alongside 2,371,599 broker non-votes for each.

Did Neonode Inc. (NEON) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified Crowe LLP as Neonode Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 8,388,399 votes for, 156,128 votes against, 550,674 abstentions, and no broker non-votes reported for this proposal.

How did Neonode Inc. (NEON) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of Neonode’s named executive officers. The say-on-pay proposal received 5,919,473 votes for, 160,182 votes against, 643,947 abstentions, and 2,371,599 broker non-votes, indicating general support for the company’s executive pay structure.

What is Proposal 3 in Neonode Inc.’s 2026 annual meeting vote results?

Proposal 3 was a non-binding, advisory say-on-pay vote on compensation for Neonode’s named executive officers. Stockholders indicated approval, with 5,919,473 votes for, 160,182 against, 643,947 abstentions, and 2,371,599 broker non-votes recorded for this compensation proposal.

Filing Exhibits & Attachments

4 documents