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High-turnout vote lets Nextpower (NXT) scrap Class B stock

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

Rhea-AI Filing Summary

Nextpower Inc. (NXT) reported results of its August 18, 2026 annual stockholder meeting and related governance changes. Stockholders approved amendments to the company’s certificate of incorporation to eliminate legacy Class B common stock, rename Class A common stock as “Common Stock,” and remove other outdated provisions. The company filed a Third Amended and Restated Certificate of Incorporation in Delaware, effective immediately on August 19, 2026, and the board adopted conforming Third Amended and Restated Bylaws effective the same day.

Stockholders elected four Class I directors to terms expiring at the 2029 annual meeting, ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending March 31, 2027, and approved on an advisory basis the compensation of named executive officers. Quorum was strong, with 142,523,682 Class A shares represented, or 93.97% of eligible voting power.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Shares represented at meeting 142,523,682 shares Class A common stock represented in person or by proxy at the August 18, 2026 annual meeting
Voting power represented 93.97% Percentage of Class A common stock voting power outstanding as of June 22, 2026 record date
Auditor ratification votes for 141,745,434 Votes for Deloitte & Touche LLP as independent registered public accounting firm for year ending March 31, 2027
Say-on-pay votes for 126,004,320 Votes for advisory approval of fiscal 2026 executive compensation
Charter amendments votes for 136,317,821 Votes for amendments eliminating Class B stock and renaming Class A as Common Stock
Director vote for Daniel Shugar 134,266,300 Votes for election of Daniel Shugar as Class I director
Third Amended and Restated Certificate of Incorporation regulatory
"filed the Third Amended and Restated Certificate of Incorporation of the Company"
Third Amended and Restated Bylaws regulatory
"approved an amendment and restatement of the Company’s bylaws (the “Third Amended and Restated Bylaws”)"
broker non-votes financial
"Mark Menezes | 109,631,706 | 26,777,244 | 6,114,732"
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.
advisory vote regulatory
"The results of the advisory vote regarding the Company’s fiscal year 2026 executive 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.
independent registered public accounting firm financial
"selection of Deloitte & Touche LLP as the independent registered 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.

FAQ

What governance changes did Nextpower Inc. (NXT) stockholders approve at the 2026 annual meeting?
Stockholders approved amendments to the certificate of incorporation to eliminate Class B common stock, rename Class A as “Common Stock,” and remove outdated provisions. These changes are reflected in the Third Amended and Restated Certificate of Incorporation effective August 19, 2026.

How strong was stockholder turnout for Nextpower Inc. (NXT) at the August 18, 2026 annual meeting?
Turnout was high, with 142,523,682 Class A shares represented, equal to 93.97% of the voting power outstanding on the June 22, 2026 record date. Each Class A share was entitled to one vote at the virtual meeting.

Which directors were elected at Nextpower Inc. (NXT)’s 2026 annual meeting and for how long?
Stockholders elected Mark Menezes, Daniel Shugar, William Watkins, and Howard Wenger as Class I directors. They will serve until the 2029 annual meeting and until their successors are duly qualified or earlier departure.

Which auditor did Nextpower Inc. (NXT) stockholders ratify for the year ending March 31, 2027?
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2027, with 141,745,434 votes for, 262,528 against, and 515,720 abstentions, and no broker non-votes recorded.

How did Nextpower Inc. (NXT) stockholders vote on executive compensation for fiscal 2026?
In an advisory vote, stockholders approved named executive officer compensation with 126,004,320 votes for, 8,785,239 against, and 1,619,391 abstentions, plus 6,114,732 broker non-votes. This supports the compensation program but remains non-binding on the board.

What were the vote results for Nextpower Inc. (NXT)’s charter amendments eliminating Class B shares?
The charter amendments received strong support, with 136,317,821 votes for, 51,693 against, and 39,436 abstentions, plus 6,144,732 broker non-votes. These amendments remove legacy Class B common stock and rename the Class A common stock as “Common Stock.”

When did Nextpower Inc. (NXT)’s new charter and bylaws become effective?
The Third Amended and Restated Certificate of Incorporation became effective immediately upon filing in Delaware on August 19, 2026. The board’s Third Amended and Restated Bylaws also became effective as of August 19, 2026, aligning with the new charter.

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

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Understanding 8-K Material Events →
false00018521313/3100018521312026-08-182026-08-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 18, 2026

Nextpower Inc.
(Exact name of registrant as specified in its charter)


Delaware001-4161736-5047383
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
6200 Paseo Padre Parkway, Fremont, California 94555
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) 270-2500

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
Name of exchange on which registered
Common Stock, par value $0.0001NXTThe 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 below, the stockholders of Nextpower Inc. (the “Company”) approved, upon the recommendation of the Company’s Board of Directors, an amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation at the annual meeting of stockholders on August 18, 2026 (the “Annual Meeting”) to eliminate the Company’s legacy Class B common stock and other outdated provisions and to rename the Company’s Class A common stock to “Common Stock” and make conforming changes (the “Amendments”), as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 7, 2026 (the “Proxy Statement”). On August 19, 2026, the Company filed the Third Amended and Restated Certificate of Incorporation of the Company (the “Third Amended and Restated Certificate of Incorporation”), which reflects the Amendments as approved by the stockholders, with the Secretary of State of the State of Delaware. The Third Amended and Restated Certificate of Incorporation became effective immediately upon its filing. On August 18, 2026, the Company’s Board of Directors also approved an amendment and restatement of the Company’s bylaws (the “Third Amended and Restated Bylaws”) to conform certain outdated provisions to the Third Amended and Restated Certificate of Incorporation, effective as of August 19, 2026.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Certificate of Incorporation and the Third Amended and Restated Bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 18, 2026, the Company held the Annual Meeting via virtual webcast. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s Proxy Statement. A total of 142,523,682 shares of the Company’s Class A common stock were present or represented by proxy at the Annual Meeting, representing 93.97% of the voting power of the shares of Class A common stock outstanding as of the close of business on June 22, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting. Holders of shares of the Company’s Class A common stock were each entitled to one vote for each share held as of the close of business on the record date.

The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement.

Proposal 1. Election of Directors

The following nominees were elected to serve as the Class I directors until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly qualified, or, if sooner, until the director’s earlier death, resignation or removal, based on the following results of voting:

Nominee
For
Withhold
Broker Non-Votes
Mark Menezes109,631,70626,777,2446,114,732
Daniel Shugar134,266,3002,142,6506,114,732
William Watkins105,335,20631,073,7446,114,732
Howard Wenger133,530,0882,878,8626,114,732



Proposal 2. Ratification of the Selection of the Independent Registered Public Accounting Firm

The selection of Deloitte & Touche LLP as the independent registered accounting firm for the Company for the fiscal year ending March 31, 2027 was ratified based on the following results of voting:

Votes ForVotes AgainstAbstentions
Broker Non-Votes
141,745,434
262,528
515,720
N/A

Proposal 3. Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers

The results of the advisory vote regarding the Company’s fiscal year 2026 executive compensation as disclosed in the Proxy Statement were as follows:

Votes ForVotes AgainstAbstentions
Broker Non-Votes
126,004,320
8,785,239
1,619,391
6,114,732

Proposal 4. Amendments to Our Second Amended & Restated Certificate of Incorporation

The results of the vote to approve the Amendments were as follows:

Votes ForVotes AgainstAbstentions
Broker Non-Votes
136,317,821
51,693
39,436
6,144,732


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
3.1
Third Amended and Restated Certificate of Incorporation of Nextpower Inc., dated August 19, 2026
3.2
Third Amended and Restated Bylaws of Nextpower Inc., as of August 19, 2026
104Cover Page Interactive Data (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.

Nextpower Inc.
By:/s/ Lindsey Wiedmann
Lindsey Wiedmann
Chief Legal & Compliance Officer
Date: August 19, 2026

Source: View Original Filing on SEC EDGAR

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