Polar Power: 1-for-3 to 1-for-20 reverse split authority

Rhea-AI Filing Summary

Polar Power, Inc. shareholders approved a charter amendment authorizing the board, in its discretion prior to December 31, 2027, to effect a reverse stock split of all issued and outstanding common stock at a ratio from one-for-three to one-for-twenty; the board would determine the timing and ratio if it proceeds. Shareholders also approved potential issuance in one or more non-public financing transactions of common stock or convertible or exercisable securities in an aggregate amount exceeding 19.99% of outstanding common stock or voting power, at a price that may be below the minimum price defined in Nasdaq rules.

At the October 14, 2026 annual meeting, shareholders elected six directors, ratified the independent auditor, and approved named executive officer compensation in a non-binding advisory vote. The board determined that say-on-pay votes will occur every two years until the next frequency vote, which will occur no later than the 2028 annual meeting. Shareholders also approved authority for the meeting chair to adjourn if necessary to solicit additional proxies on the financing and split proposals.

8-K Event Classification

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

1 item

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.

Key Figures

Approved reverse split ratio range: one-for-three to one-for-twenty Reverse split authorization deadline: December 31, 2027 Potential financing issuance threshold: Exceeding 19.99% +3 more

6 metrics

Approved reverse split ratio range one-for-three to one-for-twenty The board may determine the ratio if it effects the split.

Reverse split authorization deadline December 31, 2027 The board may effect the split in its discretion prior to this date.

Potential financing issuance threshold Exceeding 19.99% Aggregate amount of common stock or voting power in non-public financing transactions.

Votes for financing issuance proposal 1,054,109 votes Proposal Three.

Votes for reverse split amendment 2,767,573 votes Proposal Four.

Say-on-pay frequency Every two years The board's determination until the next frequency vote.

Key Terms

reverse stock split, non-public financing transactions, minimum price, say-on-pay, +1 more

5 terms

reverse stock split financial

"a reverse stock split of all of our issued and outstanding common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

non-public financing transactions financial

"in one or more non-public financing transactions"

minimum price regulatory

"below the minimum price (as defined in Nasdaq rules)"

The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.

say-on-pay financial

"the say-on-pay vote will be conducted every two years"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes technical

"Total Broker Non-Votes"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did POLA shareholders approve a reverse stock split?

Polar Power shareholders approved an amendment allowing the board, in its discretion prior to December 31, 2027, to effect a reverse split of all issued and outstanding common stock at a ratio from one-for-three to one-for-twenty. The board would determine the timing and ratio if it effects the split.

What financing issuance did POLA shareholders approve?

Shareholders approved potential issuance of common stock, or securities convertible into or exercisable for common stock, in one or more non-public financing transactions, in an aggregate amount exceeding 19.99% of outstanding common stock or voting power, at a price that may be below the minimum price defined in Nasdaq rules.

How often will POLA hold say-on-pay votes?

The board determined that Polar Power's say-on-pay vote will occur every two years until the next stockholder vote on frequency, which will occur no later than the 2028 annual meeting.

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

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Available on EDGAR 10/16/2026 - 04:31 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:30 PM EDT Learn about SEC filing dates

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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): October 14, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

The 2026 annual meeting of stockholders (the “Annual Meeting”) of Polar Power, Inc. (the “Company”) was held on October 14, 2026, after being duly adjourned by the chairman of the Annual Meeting. The following proposals were approved at the Annual Meeting by the votes indicated:

Proposal One: To elect six 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 nominees for election are Arthur D. Sams, Keith Albrecht, Michael G. Field, Jim Ahern, Menachem “Menny Shalom” and Lewis Wilks.

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			1,857,131				188,866				988,701
Keith Albrecht			1,854,298				191,699				988,701
Michael Field			1,818,564				227,433				988,701
Jim Ahern			1,073,045				972,952				988,701
Menachem “Menny” Shalom			1,030,398				1,015,599				988,701
Lewis Wilks			1,850,662				195,335				988,701

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, 2026.

		Total Votes
For			2,910,976
Against			104,572
Abstain			19,151
Broker Non-Votes			N/A

Proposal Three: To approve, for purposes of Nasdaq listing rule 5635(d), the potential issuance of shares of common stock (or securities convertible into or exercisable for common stock), in one or more non-public financing transactions, in an aggregate amount exceeding 19.99% of the company’s outstanding common stock or voting power, at a price that may be below the minimum price (as defined in Nasdaq rules).

		Total Votes
For			1,054,109
Against			41,930
Abstain			2,080
Broker Non-Votes			1,936,580

Proposal Four: To approve an amendment to the Company’s certificate of incorporation (the “charter”), in substantially the form attached to the proxy statement as appendix A (the “reverse split charter amendment”) to allow our board of directors to effect, in its discretion prior to December 31, 2027, a reverse stock split of all of our issued and outstanding common stock, at a specific ratio, ranging from one-for-three to one-for-twenty (the “approved slit ratios”), with the timing and ratio to be determined by the board if effected (the “reverse split”).

		Total Votes
For			2,767,573
Against			252,882
Abstain			14,242
Broker Non-Votes			N/A

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

		Total Votes
For			2,011,022
Against			29,671
Abstain			5,306
Broker Non-Votes			988,700

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

		Total Votes
One Year			83,999
Two Years			1,469,906
Three Years			481,039
Abstain			11,052
Broker Non-Votes			988,703

Proposal Seven: 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 and Four.

		Total Votes
For			2,008,932
Against			35,539
Abstain			1,526
Broker Non-Votes			988,702

Consistent with the stockholder voting results, the Company’s Board of Directors has determined that the say-on-pay vote will be conducted every two years, until the next stockholder vote on say-on-pay frequency, which vote will occur no later than the Company’s 2028 annual meeting of stockholders.

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: October 16, 2026

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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB