Rekor Systems shareholders elect six directors

The amended bylaws set quorum at 40% of shares entitled to vote; 45.76% were represented at the meeting.

Rhea-AI Filing Summary

Rekor Systems, Inc. (REKR) held its 2026 annual meeting on October 16, 2026, after the meeting was convened on May 15 and adjourned for lack of a quorum to September 11 and again to October 16. On October 6, the board amended the bylaws to set a quorum at 40% of shares entitled to vote. As of the March 25, 2026 record date, 136,578,177 common shares were outstanding and entitled to vote; holders represented 62,498,652 shares, or 45.76%, at the meeting, constituting a quorum.

Stockholders elected all six director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified. They ratified CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved named executive officer compensation on a non-binding advisory basis.

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

Common shares outstanding and entitled to vote: 136,578,177 shares Shares represented at the annual meeting: 62,498,652 shares Represented shares: 45.76% +4 more

7 metrics

Common shares outstanding and entitled to vote 136,578,177 shares As of the March 25, 2026 record date

Shares represented at the annual meeting 62,498,652 shares October 16, 2026; represented in person or by valid proxy

Represented shares 45.76% Percentage of shares entitled to vote at the annual meeting

Quorum threshold At least 40% of shares entitled to vote Bylaws as amended October 6, 2026

Director nominees elected 6 nominees To serve until the 2027 annual meeting and until successors are elected and qualified

Votes for auditor ratification 60,864,320 votes Ratification of CBIZ CPAs P.C. for fiscal 2026

Votes for executive compensation 31,478,139 votes Non-binding advisory vote

Key Terms

quorum, Broker Non-Votes, record date, non-binding advisory basis

4 terms

quorum regulatory

"constituting a quorum under the Company’s Bylaws as amended"

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.

Broker Non-Votes regulatory

"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.

record date regulatory

"the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis"

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.

FAQ

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

Which proposals passed at REKR's 2026 annual meeting?

The six director nominees were elected, CBIZ CPAs P.C. was ratified for fiscal 2026, and named executive officer compensation was approved on a non-binding advisory basis. Auditor ratification received 60,864,320 votes for, 1,330,183 against, and 304,149 abstentions; compensation received 31,478,139 votes for, 2,239,515 against, and 2,735,414 abstentions.

How many shares were represented at REKR's 2026 annual meeting?

At the October 16, 2026 annual meeting, 62,498,652 shares, representing 45.76% of shares entitled to vote, were represented in person or by valid proxy, constituting a quorum under the amended bylaws.

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

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Available on EDGAR 10/16/2026 - 04:27 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:27 PM EDT Learn about SEC filing dates

false 0001697851 0001697851 2026-10-16 2026-10-16

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 16, 2026

REKOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38338	81-5266334
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6721 Columbia Gateway Drive, Suite 400, Columbia, MD21046

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (410) 762-0800

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(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		REKR		The Nasdaq Stock Market

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.

On October 16, 2026, Rekor Systems, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting was originally convened on May 15, 2026 and was adjourned, for want of a quorum, to September 11, 2026 and again to October 16, 2026, in each case with the same record date of March 25, 2026. As previously reported in the Company’s Current Report on Form 8-K filed on October 6, 2026, on October 6, 2026 the Company’s Board of Directors amended Section 2.5 of the Company’s Bylaws to provide that the holders of at least forty percent (40%) of the shares entitled to vote, present in person or represented by proxy, constitute a quorum for the transaction of business at a meeting of stockholders.

As of the close of business on March 25, 2026, the record date for the Annual Meeting, 136,578,177 shares of the Company’s common stock were outstanding and entitled to vote. An aggregate of 62,498,652 shares held by holders of the Company’s voting stock, representing 45.76% of the shares entitled to vote and constituting a quorum under the Company’s Bylaws as amended, were represented in person or by valid proxy at the Annual Meeting. The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting, as certified by the inspector of election, are set forth below.

Proposal 1: Election of Directors

At the Annual Meeting, all six (6) nominees for director were elected to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. Each nominee received the affirmative vote of a majority of the votes cast with respect to his election. The votes were as follows:

Director

​

For

​

​

Against

​

​

Abstain

​

​

Broker Non-Votes

​

Robert A. Berman

​

​

33,688,762

​

​

​

2,517,472

​

​

​

246,834

​

​

​

26,045,584

​

Paul A. de Bary

​

​

33,989,817

​

​

​

2,213,848

​

​

​

249,403

​

​

​

26,045,584

​

Glenn Goord

​

​

33,911,363

​

​

​

2,286,620

​

​

​

255,085

​

​

​

26,045,584

​

David Hanlon

​

​

33,615,617

​

​

​

2,588,634

​

​

​

248,817

​

​

​

26,045,584

​

Steven D. Croxton

​

​

34,481,509

​

​

​

1,682,264

​

​

​

289,295

​

​

​

26,045,584

​

Andrew Meyers

​

​

34,485,676

​

​

​

1,669,547

​

​

​

297,845

​

​

​

26,045,584

​

Proposal 2: Ratification of Independent Registered Public Accounting Firm

At the Annual Meeting, the stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were as follows:

For	Against	Abstain	Broker Non-Votes
60,864,320	1,330,183	304,149	0

Proposal 3: Advisory Vote on Executive Compensation

At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting. The votes were as follows:

For	Against	Abstain	Broker Non-Votes
31,478,139	2,239,515	2,735,414	26,045,584

SIGNATURE

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.

	REKOR SYSTEMS, INC.
Date: October 16, 2026	/s/ Joseph Nalepa
	Name:	Joseph Nalepa
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB