Ondas shareholders approve share and equity plan increases

Ondas Inc. held its 2026 annual meeting of stockholders, where investors approved several key proposals.

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ondas Inc. held its 2026 annual meeting of stockholders, where investors approved several key proposals. Stockholders approved an amendment to the 2021 Stock Incentive Plan, increasing the shares of common stock authorized for issuance under the plan from 61,000,000 to 81,000,000. They also approved a Certificate of Amendment to raise the company’s authorized common stock from 800,000,000 to 1,200,000,000, expanding the company’s capacity to issue new shares in the future. Stockholders elected four directors for one-year terms, ratified BDO USA, P.C. as independent auditors for the fiscal year ending December 31, 2026, and gave advisory approval to the company’s executive compensation.

Insights

Ondas gained shareholder approval to expand share capacity and its equity plan.

Ondas Inc. received stockholder approval to amend its 2021 Stock Incentive Plan, increasing the pool from 61,000,000 to 81,000,000 shares. This provides more room to grant stock-based awards to employees and directors as part of compensation and retention programs.

Stockholders also approved a Certificate of Amendment to increase authorized common shares from 800,000,000 to 1,200,000,000. This does not itself issue new shares but gives the company more flexibility to raise capital or pursue transactions using equity, depending on future decisions.

The meeting results also confirmed governance stability: four directors were elected, advisory say-on-pay received majority support, and BDO USA, P.C. was ratified as auditor for the year ending December 31, 2026. Actual impact on shareholders will depend on how much of the expanded authorization the company ultimately uses.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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, or exhibit attachments filed with this report.

Key Figures

2021 Plan share pool before amendment: 61,000,000 shares 2021 Plan share pool after amendment: 81,000,000 shares Authorized common stock before amendment: 800,000,000 shares +4 more

7 metrics

2021 Plan share pool before amendment 61,000,000 shares Common stock authorized for issuance under 2021 Stock Incentive Plan before increase

2021 Plan share pool after amendment 81,000,000 shares Common stock authorized for issuance under 2021 Stock Incentive Plan after Plan Increase Amendment

Authorized common stock before amendment 800,000,000 shares Common stock authorized in Articles of Incorporation before Certificate of Amendment

Authorized common stock after amendment 1,200,000,000 shares Common stock authorized after Certificate of Amendment approval

Auditor ratification votes for 248,561,166 votes Votes for ratifying BDO USA, P.C. as independent auditors for 2026

Executive compensation votes for 116,682,221 votes Votes for advisory approval of executive compensation

Authorized share amendment votes for 230,413,092 votes Votes for increasing authorized common stock to 1,200,000,000

Key Terms

2021 Stock Incentive Plan, Broker Non-Vote, executive compensation, Certificate of Amendment, +1 more

5 terms

2021 Stock Incentive Plan financial

"stockholders of the Company approved an amendment to the Ondas Inc. 2021 Stock Incentive Plan, as amended (the “2021 Plan”)"

Broker Non-Vote financial

"Votes For ... Votes Withheld ... Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

executive compensation financial

"Proposal 3 - a proposal to obtain advisory approval of the Company’s executive compensation."

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

Certificate of Amendment regulatory

"to increase the number of authorized shares of common stock from 800,000,000 to 1,200,000,000 (the “Certificate of Amendment”)."

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

definitive proxy statement regulatory

"set forth on page 25 of the Company’s definitive proxy statement, as amended, initially filed"

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

What equity plan change did Ondas (ONDS) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to the 2021 Stock Incentive Plan, raising shares authorized for issuance from 61,000,000 to 81,000,000. This larger pool supports future stock-based compensation and incentives for employees, executives, and directors.

How did Ondas (ONDS) change its authorized common stock at the 2026 meeting?

Investors approved a Certificate of Amendment increasing authorized common stock from 800,000,000 to 1,200,000,000 shares. This expansion gives the company more flexibility to issue equity for capital raising, incentives, or strategic transactions if it chooses.

Which directors were elected at the Ondas (ONDS) 2026 annual meeting?

Stockholders elected four directors: Eric A. Brock, Richard M. Cohen, Randall P. Seidl, and Jaspreet Sood. Each will serve until the next annual meeting or until a successor is duly elected and qualified, maintaining continuity on the company’s board.

Did Ondas (ONDS) stockholders approve executive compensation on an advisory basis?

Yes. In an advisory vote on executive compensation, 116,682,221 votes were cast in favor, 5,844,596 against, and 4,433,805 abstentions, with 138,434,302 broker non-votes. This indicates stockholder support for the company’s current executive pay practices.

Who will serve as Ondas (ONDS) independent auditor for the year ending December 31, 2026?

Stockholders ratified BDO USA, P.C. as independent certified public accountants for the fiscal year ending December 31, 2026. The ratification received 248,561,166 votes for, 11,747,523 against, and 5,086,235 abstentions, confirming broad investor support.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/28/2026 - 04:09 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) May 28, 2026

Ondas Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-39761		47-2615102
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (888) 350-9994

N/A

(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:

☐	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 each exchange on which registered
Common Stock par value $0.0001		ONDS		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 checkmark 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.

At the 2026 Annual Meeting of Stockholders of Ondas Inc. (the “Company”) held on May 28, 2026 (the “Annual Meeting”), stockholders of the Company approved an amendment to the Ondas Inc. 2021 Stock Incentive Plan, as amended (the “2021 Plan”) to increase the number of shares of the Company’s common stock, par value of $0.0001 per share (“Common Stock”), authorized for issuance under the 2021 Plan from 61,000,000 shares of Common Stock to 81,000,000 shares of Common Stock (the “Plan Increase Amendment”). The Board of Directors of the Company adopted the Plan Increase Amendment on April 9, 2026, subject to stockholder approval.

A description of the material terms and conditions of the Plan Increase Amendment is set forth on page 25 of the Company’s definitive proxy statement, as amended, initially filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”), and is incorporated herein by reference. The description of the Plan Increase Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Increase Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.

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

The following matters were voted upon at the Annual Meeting. Each stockholder of Common Stock was entitled to one vote on each matter properly presented at the Annual Meeting for each share of Common Stock owned by that stockholder on the record date.

Proposal 1 - a proposal to elect four directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified.

Nominee	Votes For	Votes Withheld	Broker Non-Vote
Eric A. Brock	118,915,661	8,044,965	138,434,298
Richard M. Cohen	100,274,466	26,686,157	138,434,301
Randall P. Seidl	121,055,991	5,904,632	138,434,301
Jaspreet Sood	121,028,463	5,932,163	138,434,298

Proposal 2 - a proposal to ratify the selection of BDO USA, P.C. as the Company’s independent certified public accountants for the fiscal year ending December 31, 2026.

Votes For		Votes Against		Abstain		Broker Non-Vote
248,561,166		11,747,523		5,086,235		N/A

Proposal 3 - a proposal to obtain advisory approval of the Company’s executive compensation.

Votes For		Votes Against		Abstain		Broker Non-Vote
116,682,221		5,844,596		4,433,805		138,434,302

Proposal 4 - a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 800,000,000 to 1,200,000,000 (the “Certificate of Amendment”).

Votes For		Votes Against		Abstain		Broker Non-Vote
230,413,092		29,588,532		5,393,293		N/A

The description of the Certificate of Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, attached to this report as Exhibit 3.1, and incorporated herein by reference.

Proposal 5 - a proposal to approve an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan.

Votes For		Votes Against		Abstain		Broker Non-Vote
96,404,128		26,219,240		4,337,252		138,434,304

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment, filed on May 28, 2026.
10.1+		Amendment to the Ondas Inc. 2021 Incentive Stock Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+	Management Compensatory Plan

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 hereunto duly authorized.

Date: May 28, 2026	ONDAS INC.

	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 AMENDMENT TO THE ONDAS INC. 2021 INCENTIVE STOCK PLAN 6.7 KB

Ondas shareholders approve share and equity plan increases

Rhea-AI Filing Summary

Positive

Negative