Netlist shareholders back board, auditor in 2026 vote

Netlist’s 2026 annual meeting achieved a 58.46% quorum, re-elected three directors and ratified its independent auditor for fiscal 2026.

Rhea-AI Filing Summary

NETLIST, INC. (NLST) reported the results of its 2026 Annual Meeting of Stockholders held on September 18, 2026 in Irvine, California. Stockholders elected directors Chun K. Hong, Blake Welcher and Jun Cho to serve until the 2027 annual meeting or until their successors are duly elected or appointed and qualified.

A quorum of 195,181,363 shares, representing approximately 58.46% of the 333,893,680 shares of common stock outstanding and eligible to vote as of July 22, 2026, was present in person or by proxy. Stockholders also approved the ratification of Macias Gini & O’Connell LLP as the company’s independent registered public accounting firm for the fiscal year ending January 2, 2027.

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

Shares outstanding and eligible to vote: 333,893,680 shares Quorum shares present: 195,181,363 shares Quorum percentage: 58.46% +5 more

8 metrics

Shares outstanding and eligible to vote 333,893,680 shares Common stock as of the July 22, 2026 record date

Quorum shares present 195,181,363 shares Shares present in person or by proxy at the 2026 Annual Meeting

Quorum percentage 58.46% Portion of eligible shares represented at the 2026 Annual Meeting

Votes For auditor ratification 193,493,714 shares Votes For ratifying Macias Gini & O’Connell LLP

Votes Against auditor ratification 413,674 shares Votes Against ratifying Macias Gini & O’Connell LLP

Abstain on auditor ratification 1,273,975 shares Abstentions on ratifying Macias Gini & O’Connell LLP

Votes For Chun K. Hong 88,974,592 shares Election as director at the 2026 Annual Meeting

Broker Non-Votes on director elections 104,431,386 shares Broker non-votes recorded for each director nominee

Key Terms

quorum, broker non-votes, independent registered public accounting firm, Definitive Proxy Statement

4 terms

quorum regulatory

"a quorum of 195,181,363 shares, or approximately 58.46% of the eligible shares"

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.

broker non-votes regulatory

"For Withheld Broker Non-Votes Chun K. Hong 88,974,592 1,775,385 104,431,386"

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

"ratification of the appointment of Macias Gini & O’Connell 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.

Definitive Proxy Statement regulatory

"Each of the matters set forth below is described in detail in the Company’s Definitive Proxy Statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What matters did NETLIST INC (NLST) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on three director elections and on the ratification of Macias Gini & O’Connell LLP as independent registered public accounting firm for the fiscal year ending January 2, 2027.

Were all NETLIST INC (NLST) director nominees elected at the 2026 Annual Meeting?

Yes. Director nominees Chun K. Hong, Blake Welcher and Jun Cho were elected to serve until the 2027 annual meeting or until their successors are duly elected or appointed and qualified.

What was the quorum at NETLIST INC’s (NLST) 2026 Annual Meeting?

The meeting had a quorum of 195,181,363 shares, representing approximately 58.46% of the 333,893,680 shares of common stock outstanding and eligible to vote as of July 22, 2026.

How did NETLIST INC (NLST) stockholders vote on the auditor ratification in 2026?

Stockholders voted 193,493,714 shares For, 413,674 Against, and 1,273,975 Abstain on ratifying Macias Gini & O’Connell LLP as the independent registered public accounting firm. There were no broker non-votes recorded for this proposal.

How many votes did NETLIST INC (NLST) director Chun K. Hong receive in 2026?

Chun K. Hong received 88,974,592 For votes and 1,775,385 Withheld votes, with 104,431,386 broker non-votes recorded for his election to the board of directors.

How many NETLIST INC (NLST) shares were eligible to vote at the 2026 Annual Meeting?

There were 333,893,680 shares of common stock issued, outstanding and eligible to vote as of the July 22, 2026 record date for the 2026 Annual Meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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):  September 18, 2026

 

NETLIST, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33170		95-4812784
(State or other jurisdiction of incorporation)		(Commission  File Number)		(IRS Employer Identification Number)

111 Academy, Suite 100

Irvine, California 92617

(Address of principal executive offices)

(949) 435-0025

(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:

¨ 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		NLST		None

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 September 18, 2026, Netlist, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in Irvine, California. Of the Company’s 333,893,680 shares of Common Stock issued and outstanding and eligible to vote as of the record date of July 22, 2026, a quorum of 195,181,363 shares, or approximately 58.46% of the eligible shares, was present in person or represented by proxy at the Annual Meeting. Each of the matters set forth below is described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 31, 2026. The following actions were taken at the Annual Meeting:

Proposal No. 1. Election of Directors

The Company’s stockholders voted on the election of three director nominees to the Board of Directors, each to serve until the next annual meeting or until their respective successor is duly elected or appointed and qualified.

Director		For		Withheld		Broker Non-Votes
Chun K. Hong		88,974,592		1,775,385		104,431,386
Blake Welcher		88,026,389		2,723,588		104,431,386
Jun Cho		87,961,657		2,788,320		104,431,386

Based on the votes set forth above, Messrs. Chun K. Hong, Blake Welcher and Jun Cho were duly elected to serve until the Company’s 2027 Annual Meeting of Stockholders or until their respective successor is duly elected or appointed and qualified.

Proposal No. 2. Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved the ratification of the appointment of Macias Gini & O’Connell LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 2, 2027.

For		Against		Abstain		Broker Non-Votes
193,493,714		413,674		1,273,975		-

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.

	NETLIST, INC.
Date: September 21, 2026	By:	/s/ Gail M. Sasaki
		Gail M. Sasaki
		Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB