Polar Power (NASDAQ: POLA) 2025 meeting backs equity plan, pay votes, auditor

Rhea-AI Filing Summary

Polar Power, Inc. held its 2025 annual stockholder meeting on December 15, 2025, where stockholders approved all six proposals on the ballot.

Four directors – Arthur D. Sams, Keith Albrecht, Michael Field and Katherine Koster – were elected with roughly 886,000 to 896,000 votes each. Stockholders ratified Weinberg & Company, P.A. as independent auditor with 1,510,401 votes for, and approved the Polar Power 2026 Equity Incentive Plan, which will be effective January 1, 2026, with 862,506 votes for and 40,576 against.

In advisory votes, stockholders approved executive compensation with 864,824 votes for and chose an annual say‑on‑pay frequency, which the board adopted until at least the 2026 annual meeting. They also supported granting the meeting chair discretionary authority to adjourn the meeting, if needed, to solicit additional proxies related to the equity plan.

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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): December 15, 2025

POLAR POWER, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-37960		33-0479020
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

249 E. Gardena Boulevard, Gardena, California 90248

(Address of Principal Executive Offices) (Zip Code)

(310) 830-9153

(Registrant’s telephone number, including area code)

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 (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(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		POLA		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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in Item 5.07 below, the stockholders of Polar Power, Inc. (the “Company”) approved the Polar Power, Inc. 2026 Equity Incentive Plan (the “2026 Plan”) at the 2025 annual meeting of stockholders (the “Annual Meeting”) of the Company on December 15, 2025. The 2026 Plan was summarized in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 14, 2025 (the “Proxy Statement”) under the heading “Proposal Three - APPROVAL OF THE POLAR POWER, INC. 2026 EQUITY INCENTIVE PLAN” and reflected in Appendix A to the Proxy Statement. The description of the 2026 Plan is qualified in its entirety by reference to the actual terms of the 2026 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

The Annual Meeting of the Company was held on December 15, 2025. The following proposals were approved at the Annual Meeting by the votes indicated:

Proposal One: To elect four directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified:

Name		Total Votes for Director				Total Votes Withheld from Director				Total Broker Non-Votes
Arthur D. Sams			895,386				8,206				643,388
Keith Albrecht			886,197				17,395				643,388
Michael Field			895,517				8,075				643,388
Katherine Koster			895,509				8,083				643,388

Proposal Two: To ratify the appointment of Weinberg & Company, P.A., as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

		Total Votes
For			1,510,401
Against			33,093
Abstain			3,486
Broker Non-Votes			N/A

Proposal Three: To approve the Polar Power, Inc. 2026 Equity Incentive Plan.

		Total Votes
For			862,506
Against			40,576
Abstain			508
Broker Non-Votes			643,390

Proposal Four: To conduct a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.

		Total Votes
For			864,824
Against			35,672
Abstain			3,094
Broker Non-Votes			643,389

Proposal Five: To conduct a non-binding advisory vote to determine the frequency of the non-binding advisory vote on executive compensation.

		Total Votes
One Year			837,781
Two Years			23,363
Three Years			9,938
Abstain			32,508
Broker Non-Votes			643,390

Proposal Six: To approve a proposal to grant discretionary authority to the Chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposal Three.

		Total Votes
For			885,702
Against			17,039
Abstain			850
Broker Non-Votes			643,389

Consistent with the stockholder voting results, the Company’s Board of Directors has determined that the say-on-pay vote will be conducted annually, until the next stockholder vote on say-on-pay frequency, which vote will occur no later than the Company’s 2026 annual meeting of stockholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit  No.		Description
10.1		Polar Power, Inc. 2026 Equity Incentive Plan, effective as of January 1, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 16, 2025

	POLAR POWER, INC.
	By:	/s/ Arthur D. Sams
		Arthur D. Sams President, Chief Executive Officer and Secretary

FAQ

What were the main outcomes of Polar Power (POLA) 2025 shareholder meeting?

Stockholders of Polar Power, Inc. approved all six proposals, including electing four directors, ratifying the independent auditor, approving the 2026 equity incentive plan, endorsing executive pay, choosing an annual say-on-pay vote, and authorizing possible adjournment to solicit more proxies.

Did Polar Power (POLA) shareholders approve the 2026 equity incentive plan?

Yes. Stockholders approved the Polar Power 2026 Equity Incentive Plan with 862,506 votes for, 40,576 against and 508 abstentions, with 643,390 broker non-votes. The plan is stated to be effective as of January 1, 2026.

Which directors were elected to Polar Power’s board at the 2025 meeting?

Stockholders elected Arthur D. Sams (895,386 votes for), Keith Albrecht (886,197 for), Michael Field (895,517 for), and Katherine Koster (895,509 for). Each director also received between 8,075 and 17,395 votes withheld and 643,388 broker non-votes.

How did Polar Power (POLA) shareholders vote on executive compensation and its frequency?

In the advisory say-on-pay vote, stockholders approved named executive officer compensation with 864,824 votes for, 35,672 against and 3,094 abstentions, plus 643,389 broker non-votes. For the frequency of future say-on-pay votes, they cast 837,781 votes for one year, 23,363 for two years, 9,938 for three years and 32,508 abstentions, with 643,390 broker non-votes, and the board chose an annual vote.

Who is Polar Power’s independent auditor for 2025 and how was it ratified?

Stockholders ratified Weinberg & Company, P.A. as Polar Power’s independent registered public accounting firm for the year ending December 31, 2025, with 1,510,401 votes for, 33,093 against and 3,486 abstentions; broker non-votes were not applicable.

What adjournment authority did Polar Power shareholders approve at the 2025 meeting?

Stockholders approved granting the chairman of the annual meeting discretionary authority to adjourn the meeting, if necessary, to solicit additional proxies in connection with approval of the 2026 equity incentive plan. This proposal received 885,702 votes for, 17,039 against and 850 abstentions, with 643,389 broker non-votes.