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  4. [8-K] Ondas Inc. Reports Material Event

Ondas (NASDAQ: ONDS) investors back higher share authorization and equity plan

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(Moderate)
Filing Sentiment
(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.

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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.

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, and exhibit attachments filed with this report.
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
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"
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.
Understanding 8-K Material Events →
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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) 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

 

1

 

 

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

 

2

 

 

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

 

3

 

Source: View Original Filing on SEC EDGAR

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.

Filing Exhibits & Attachments

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