Solitron Devices (SODI) shareholders back director, auditor and Say on Pay

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Solitron Devices, Inc. held its Annual Meeting of Stockholders on April 24, 2026. Stockholders elected Charles M. Gillman as Class III director until the 2028 annual meeting, with 1,049,702 votes for, 60,102 against, 19,127 abstentions and 615,787 broker non-votes.

Stockholders ratified Whitley Penn LLP as independent registered public accountants for the fiscal year ending February 28, 2026, with 1,743,196 votes for, 1,106 against and 416 abstentions. They also approved, on a non-binding basis, the Company’s Say on Pay proposal, with 1,104,814 votes for, 1,766 against, 22,351 abstentions and 615,787 broker non-votes. With proposals 1, 2 and 3 approved, proposal 4 was moot.

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

Director election votes for: 1,049,702 votes Director election votes against: 60,102 votes Director election broker non-votes: 615,787 votes +3 more

6 metrics

Director election votes for 1,049,702 votes Election of Charles M. Gillman as Class III director

Director election votes against 60,102 votes Election of Charles M. Gillman as Class III director

Director election broker non-votes 615,787 votes Election of Charles M. Gillman as Class III director

Auditor ratification votes for 1,743,196 votes Ratification of Whitley Penn LLP for FY ending February 28, 2026

Say on Pay votes for 1,104,814 votes Non-binding advisory vote on executive compensation

Say on Pay broker non-votes 615,787 votes Non-binding advisory vote on executive compensation

Key Terms

Annual Meeting of Stockholders, independent registered public accountants, non-binding advisory vote, Broker Non-Votes, +1 more

5 terms

Annual Meeting of Stockholders financial

"On April 24, 2026, the Annual Meeting of Stockholders (the “Annual Meeting”) of Solitron Devices, Inc. was held."

independent registered public accountants financial

"ratification of the appointment of Whitley Penn LLP as the Company’s independent registered public accountants for the fiscal year ending February 28, 2026"

non-binding advisory vote financial

"approval of a non-binding advisory vote on the compensation of the named executive officers of the Company (“Say on Pay”)"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Broker Non-Votes financial

"Votes Against | | Abstentions | | Broker Non-Votes 1,104,814 | | 1,766 | | 22,351 | | 615,787"

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.

Say on Pay financial

"approval of a non-binding advisory vote on the compensation of the named executive officers of the Company (“Say on Pay”)"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

Understanding 8-K Material Events →

04/24/2026 - 12:47 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 24, 2026

Solitron Devices, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-04978	22-1684144
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

901 Sansburys Way, West Palm Beach, Florida	33411
(Address of Principal Executive Offices)	(Zip Code)

(561) 848-4311

(Registrant’s Telephone Number, Including Area Code)

(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

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 April 24, 2026, the Annual Meeting of Stockholders (the “Annual Meeting”) of Solitron Devices, Inc. (the “Company”) was held. At the Annual Meeting, the Company’s stockholders voted on (i) the election of one director as the Class III director to serve for a term expiring at the 2028 Annual Meeting of Stockholders (Proposal 1); (ii) ratification of the appointment of Whitley Penn LLP as the Company’s independent certified public accountants for the fiscal year ending February 28, 2026 (Proposal 2); (iii) approval of a non-binding advisory vote on the compensation of the named executive officers of the Company (“Say on Pay”) (Proposal 3) and (iv) the approval to transact such other and further business as may properly come before the meeting or any adjournments or postponements of the meeting (Proposal 4). The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 6, 2026.

Set forth below are the voting results on each matter submitted to the stockholders at the Annual Meeting.

Proposal 1. The Company’s stockholders voted to elect Mr. Charles M. Gillman as the Company’s Class III director. The Class III director will serve for a term until the 2028 Annual Meeting of Stockholders:

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Charles M. Gillman		1,049,702		60,102		19,127		615,787

Proposal 2. The Company’s stockholders voted to ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accountants for the fiscal year ending February 28, 2026.

Votes For		Votes Against		Abstentions
1,743,196		1,106		416

Proposal 3. The Company’s stockholders voted to approve a non-binding advisory vote on the compensation of the named executive officers of the Company (“Say on Pay”).

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,104,814		1,766		22,351		615,787

There were sufficient votes to approve proposals 1, 2 and 3. Proposal 4 was moot.

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.

	SOLITRON DEVICES, INC.

April 24, 2026	By:	/s/ Carolyn Campbell
		Carolyn Campbell
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Solitron Devices, Inc. (SODI) stockholders decide at the 2026 annual meeting?

Stockholders elected Charles M. Gillman as Class III director through the 2028 meeting, ratified Whitley Penn LLP as auditor for the year ending February 28, 2026, and approved a non-binding Say on Pay vote on executive compensation.

How did Solitron Devices, Inc. (SODI) vote on director Charles M. Gillman?

Charles M. Gillman was elected Class III director with 1,049,702 votes for, 60,102 against, 19,127 abstentions and 615,787 broker non-votes, giving him clear majority support to serve until the 2028 Annual Meeting of Stockholders.

Was Solitron Devices, Inc. (SODI) auditor ratification approved at the 2026 meeting?

Yes. Stockholders ratified Whitley Penn LLP as Solitron Devices’ independent registered public accountants for the fiscal year ending February 28, 2026, with 1,743,196 votes for, 1,106 against and 416 abstentions, indicating very strong support for the auditor appointment.

How did Solitron Devices, Inc. (SODI) stockholders vote on Say on Pay in 2026?

Stockholders approved the non-binding Say on Pay proposal covering named executive officer compensation with 1,104,814 votes for, 1,766 against, 22,351 abstentions and 615,787 broker non-votes, signaling broad backing for the company’s current compensation practices.

What happened to Proposal 4 at Solitron Devices, Inc. (SODI) 2026 annual meeting?

Proposal 4 covered other business that might properly come before the meeting. Because there were sufficient votes to approve proposals 1, 2 and 3, Proposal 4 was deemed moot and did not result in a separate substantive action.

Who signed the Solitron Devices, Inc. (SODI) 8-K reporting the 2026 annual meeting results?

The report summarizing the 2026 Annual Meeting voting results was signed on behalf of Solitron Devices, Inc. by Carolyn Campbell, who serves as the company’s Chief Financial Officer and acted as the authorized officer for this filing.

Filing Exhibits & Attachments

4 documents