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  4. [8-K] SmartRent, Inc. Reports Material Event

Director votes and equity plan win approval at SmartRent (NYSE: SMRT)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SmartRent, Inc. held its 2026 annual meeting of stockholders, where shareholders elected two Class II directors, ratified the company’s auditor, and approved an amended and restated 2021 Equity Incentive Plan that increases the shares reserved for employee equity awards.

Alison Dean received 62,394,217 votes for and 13,472,655 withheld, while Frank Martell received 66,062,667 votes for and 9,804,205 withheld, with 63,236,607 broker non-votes for each. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 138,630,119 votes for, 33,012 against, and 440,348 abstentions.

The amended and restated 2021 Equity Incentive Plan was approved with 62,122,194 votes for, 11,053,349 against, 2,691,329 abstentions, and 63,236,607 broker non-votes, supporting continued use of equity-based compensation to attract and retain employees and executives.

Positive

  • None.

Negative

  • None.
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.
Votes for Alison Dean 62,394,217 votes Election as Class II director at 2026 annual meeting
Votes for Frank Martell 66,062,667 votes Election as Class II director at 2026 annual meeting
Broker non-votes on director elections 63,236,607 votes For each Class II director nominee
Votes for Deloitte & Touche LLP 138,630,119 votes Ratification as independent registered public accounting firm for 2026
Votes for equity incentive plan 62,122,194 votes Approval of amended and restated 2021 Equity Incentive Plan
Votes against equity incentive plan 11,053,349 votes Approval of amended and restated 2021 Equity Incentive Plan
2021 Equity Incentive Plan, as amended and restated financial
"approved the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, including an increase in the number of shares reserved"
independent registered public accounting firm financial
"Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026."
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.
broker non-votes financial
"Alison Dean | 62,394,217 | 13,472,655 | 63,236,607 Frank Martell | 66,062,667 | 9,804,205 | 63,236,607"
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.
Annual Meeting of Stockholders financial
"On May 12, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Schedule 14A regulatory
"more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026."
Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.
Understanding 8-K Material Events →
false000183701400018370142026-05-122026-05-12

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 12, 2026

SmartRent, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Delaware

 

001-39991

 

85-4218526

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

6811 E Mayo Blvd, 4th Floor

Phoenix, Arizona

 

85054

(Address of Principal Executive Offices)

 

(Zip Code)

 

(844) 479-1555

(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 to 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

 

Name of Each Exchange

on Which Registered

Class A Common Stock, par value $0.0001 per share

 

SMRT

 

The New York Stock Exchange

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 indicated below, on May 12, 2026, the stockholders of SmartRent, Inc. (the “Company”) approved the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, including an increase in the number of shares reserved for issuance thereunder. The Company’s board of directors previously approved the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, subject to stockholder approval.

A summary of the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026. A copy of the 2021 Equity Incentive Plan, as amended and restated, is filed herewith as Exhibit 10.1.

 

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

 

On May 12, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following three proposals, each of which are more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026. The voting results for each of the proposals are set forth below.

 

Proposal 1: Election of two Class II directors to serve until our 2029 annual meeting of stockholders.

 

Each director nominee was duly elected to serve until the Company’s 2029 annual meeting of stockholders and until his or her successor is duly elected and qualified.

Nominee

For

Withheld

Broker Non-Votes

Alison Dean

62,394,217

13,472,655

63,236,607

Frank Martell

66,062,667

9,804,205

63,236,607

 

 

 

 

 

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

 

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

For

Against

Abstained

138,630,119

33,012

440,348

 

Proposal 3: Approval of the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, including an increase in the number of shares reserved for issuance thereunder.

 

The Company’s stockholders approved the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, including an increase in the number of shares reserved for issuance thereunder.

 

For

Against

Abstained

Broker Non-Votes

62,122,194

11,053,349

2,691,329

63,236,607

 

 

No other matters were submitted for stockholder action.

 

 

 

Item 9.01. Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description

 

10.1 SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

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.

Dated: May 13, 2026

 

 

 

SMARTRENT, INC.

 

 

By:

 

/s/ Daryl Stemm

Name:

 

Daryl Stemm

Title:

 

Chief Financial Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did SmartRent (SMRT) stockholders approve at the 2026 annual meeting?

SmartRent stockholders approved all three proposals: electing two Class II directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving the amended and restated 2021 Equity Incentive Plan with an increased share reserve for equity awards.

How did SmartRent (SMRT) shareholders vote on the director elections?

Shareholders elected Alison Dean and Frank Martell as Class II directors to serve until the 2029 annual meeting. Dean received 62,394,217 votes for and 13,472,655 withheld, while Martell received 66,062,667 votes for and 9,804,205 withheld, plus 63,236,607 broker non-votes each.

What were the vote results on SmartRent’s 2021 Equity Incentive Plan amendment?

The amended and restated 2021 Equity Incentive Plan, including an increased share reserve, was approved with 62,122,194 votes for, 11,053,349 against, 2,691,329 abstentions, and 63,236,607 broker non-votes, allowing SmartRent to continue granting equity-based compensation under the updated plan terms.

Which auditor did SmartRent (SMRT) stockholders ratify for fiscal year 2026?

Stockholders ratified Deloitte & Touche LLP as SmartRent’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 138,630,119 votes for, 33,012 against, and 440,348 abstentions, indicating broad support for retaining the current auditor.

Were any other matters brought to a vote at SmartRent’s 2026 annual meeting?

No. The 2026 annual meeting addressed three proposals: election of two Class II directors, ratification of Deloitte & Touche LLP as auditor for 2026, and approval of the amended 2021 Equity Incentive Plan. The company reported that no other matters were submitted for stockholder action.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

Other Documents