Stockholders of One Stop Systems (NASDAQ: OSS) approve larger equity incentive plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
One Stop Systems, Inc. held its 2026 annual stockholder meeting and obtained approval to expand its equity compensation capacity. Stockholders approved an amendment to the 2017 Equity Incentive Plan increasing the shares of common stock authorized for issuance from 5,000,000 to 7,000,000. The amendment had been previously approved by the Board, subject to stockholder approval, and became effective on May 13, 2026.
At a record date of March 20, 2026, the company had 24,741,191 shares outstanding, and 13,450,598 shares, or about 54.37%, were represented at the meeting, establishing a quorum. Stockholders elected five directors, ratified Haskell & White LLP as independent auditor for 2026, approved the equity plan amendment, and supported executive compensation on a non-binding advisory basis. An adjournment proposal was also approved but ultimately not used.
Positive
- None.
Negative
- None.
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, and exhibit attachments filed with this report.
Key Figures
Equity plan new share limit: 7,000,000 shares
Prior equity plan limit: 5,000,000 shares
Shares outstanding record date: 24,741,191 shares
+5 more
8 metrics
Equity plan new share limit
7,000,000 shares
Common stock authorized for issuance under 2017 Plan after amendment
Prior equity plan limit
5,000,000 shares
Common stock authorized for issuance under 2017 Plan before amendment
Shares outstanding record date
24,741,191 shares
Common stock issued and outstanding as of March 20, 2026
Shares represented at meeting
13,450,598 shares
Shares present or represented, approximately 54.37% of eligible votes
Votes for Plan Amendment
4,879,583 votes
Proposal 3 to increase shares under 2017 Plan
Votes for auditor ratification
12,766,309 votes
Proposal 2 ratifying Haskell & White LLP for 2026
Say-on-pay support
4,350,087 votes
Proposal 4, non-binding advisory approval of executive compensation
Adjournment proposal votes for
11,245,429 votes
Proposal 5 approving potential adjournment, not ultimately used
Key Terms
2017 Equity Incentive Plan, non-binding advisory basis, broker non-votes, quorum, +1 more
5 terms
2017 Equity Incentive Plan financial
"the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”)"
non-binding advisory basis financial
"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"Abstentions | | Broker Non-Votes 4,350,087 | | 931,264 | | 58,740 | | 8,110,507"
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.
quorum financial
"13,450,598 of the Company’s 24,741,191 shares ... were represented at the Annual Meeting, and therefore, a quorum was present"
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.
independent registered public accounting firm financial
"ratified the appointment of Haskell & White 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.
FAQ
What equity plan change did One Stop Systems (OSS) stockholders approve?
Stockholders approved increasing shares under the 2017 Equity Incentive Plan from 5,000,000 to 7,000,000. This expansion gives the company more stock-based compensation capacity for employees and directors under the existing plan terms.
What was the quorum and participation level at the OSS 2026 annual meeting?
A total of 13,450,598 shares were represented at the meeting out of 24,741,191 entitled to vote. This equaled approximately 54.37% participation, which satisfied quorum requirements and allowed all proposals to be considered.
Which directors were elected at the 2026 One Stop Systems annual meeting?
Stockholders elected five directors: Mitchell Herbets, Mike Dumont, David Bassett, Greg Matz, and Michael Knowles. Each will serve until the next annual meeting or until a successor is duly elected and qualified.
Did One Stop Systems (OSS) stockholders approve executive compensation in 2026?
Yes. On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers. The vote recorded 4,350,087 votes for, 931,264 against, and 58,740 abstentions, with 8,110,507 broker non-votes.
Which auditor did OSS stockholders ratify for the year ending December 31, 2026?
Stockholders ratified Haskell & White LLP as One Stop Systems’ independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 12,766,309 for, 54,726 against, and 629,563 abstentions.