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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.
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 |
