TurnOnGreen holders approve reverse split authorization

Q: What did TurnOnGreen, Inc. (TOGI) shareholders approve at the 2026 Annual Meeting?

Shareholders elected three directors, ratified CBIZ CPAs P.C. as auditor for 2026, approved an amendment authorizing a reverse stock split within a 1-for-50 to 1-for-500 range through December 31, 2028, and approved the 2026 Stock Incentive Plan.

Q: What reverse stock split range did TOGI shareholders authorize?

Shareholders approved an amendment allowing a reverse stock split of TurnOnGreen common stock at a ratio of not less than one-for-fifty and not more than one-for-five hundred, at any time prior to December 31, 2028, with the exact ratio to be set by the Board.

Q: How many TOGI common and preferred shares were entitled to vote at the 2026 meeting?

As of the July 30, 2026 record date, there were 183,983,122 shares of common stock and 25,000 shares of Series A Convertible Redeemable Preferred Stock outstanding and entitled to vote, together representing all outstanding voting capital stock.

Q: What were the vote results for TOGI’s 2026 Stock Incentive Plan?

The TurnOnGreen, Inc. 2026 Stock Incentive Plan was approved with 116,348,094 votes for, 3,763,657 against, and 1,364,896 abstentions, plus 40,276,766 broker non-votes.

Q: Which auditor did TOGI shareholders ratify for fiscal year 2026?

Shareholders ratified CBIZ CPAs P.C. as TurnOnGreen’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 154,193,325 votes for, 2,474,318 against, and 5,085,770 abstentions.

Q: Who was elected to TurnOnGreen’s Board at the 2026 Annual Meeting?

Shareholders elected Amos Kohn, Marcus Charuvastra, and Douglas Gintz as directors to serve until the next annual meeting. Each received about 118 million votes for and approximately 3.3–3.4 million votes withheld, with 40,276,766 broker non-votes.

TurnOnGreen shareholders approved director elections, auditor ratification, a flexible reverse stock split authorization through 2028, and the 2026 Stock Incentive Plan.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TurnOnGreen, Inc. (TOGI) reported the results of its 2026 Annual Meeting of Shareholders held on September 18, 2026. Shareholders elected directors Amos Kohn, Marcus Charuvastra, and Douglas Gintz, each receiving about 118 million votes "for" and approximately 3.3–3.4 million votes withheld, with 40,276,766 broker non-votes on each nominee.

Shareholders ratified CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 154,193,325 votes for, 2,474,318 against, and 5,085,770 abstentions. They also approved an amendment authorizing the Board, in its sole discretion, to implement a reverse stock split of the common stock at a ratio of not less than one-for-fifty and not more than one-for-five hundred at any time prior to December 31, 2028, and approved the TurnOnGreen, Inc. 2026 Stock Incentive Plan with 116,348,094 votes for, 3,763,657 against, 1,364,896 abstentions, and 40,276,766 broker non-votes.

Filing Explained

The September 18, 2026 8-K discloses shareholder authorization—not completion—of a reverse split: the Board may choose a whole-number ratio from one-for-50 to one-for-500 through December 31, 2028, which would reduce the common-share count and proportionally raise the per-share price, while the split itself does not change company value.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Common shares entitled to vote: 183,983,122 shares Series A Preferred shares entitled to vote: 25,000 shares Votes for auditor ratification: 154,193,325 votes +4 more

7 metrics

Common shares entitled to vote 183,983,122 shares Outstanding and entitled to vote as of July 30, 2026

Series A Preferred shares entitled to vote 25,000 shares Outstanding and entitled to vote as of July 30, 2026

Votes for auditor ratification 154,193,325 votes Ratification of CBIZ CPAs P.C. for fiscal year ending December 31, 2026

Votes for reverse stock split authorization 150,023,848 votes Approval of amendment authorizing reverse stock split within 1-for-50 to 1-for-500 range

Votes for 2026 Stock Incentive Plan 116,348,094 votes Approval of TurnOnGreen, Inc. 2026 Stock Incentive Plan

Broker non-votes on director elections 40,276,766 votes Broker non-votes recorded for each director nominee

Reverse stock split ratio range 1-for-50 to 1-for-500 Board-authorized reverse stock split range through December 31, 2028

Key Terms

reverse stock split, broker non-votes, emerging growth company, independent registered public accounting firm, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split of the shares of 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.

broker non-votes financial

"the number of abstentions or broker non-votes, for each matter"

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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm"

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.

Stock Incentive Plan financial

"The approval of the TurnOnGreen, Inc. 2026 Stock Incentive Plan"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

FAQ

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

What did TurnOnGreen, Inc. (TOGI) shareholders approve at the 2026 Annual Meeting?

Shareholders elected three directors, ratified CBIZ CPAs P.C. as auditor for 2026, approved an amendment authorizing a reverse stock split within a 1-for-50 to 1-for-500 range through December 31, 2028, and approved the 2026 Stock Incentive Plan.

What reverse stock split range did TOGI shareholders authorize?

Shareholders approved an amendment allowing a reverse stock split of TurnOnGreen common stock at a ratio of not less than one-for-fifty and not more than one-for-five hundred, at any time prior to December 31, 2028, with the exact ratio to be set by the Board.

How many TOGI common and preferred shares were entitled to vote at the 2026 meeting?

As of the July 30, 2026 record date, there were 183,983,122 shares of common stock and 25,000 shares of Series A Convertible Redeemable Preferred Stock outstanding and entitled to vote, together representing all outstanding voting capital stock.

What were the vote results for TOGI’s 2026 Stock Incentive Plan?

The TurnOnGreen, Inc. 2026 Stock Incentive Plan was approved with 116,348,094 votes for, 3,763,657 against, and 1,364,896 abstentions, plus 40,276,766 broker non-votes.

Which auditor did TOGI shareholders ratify for fiscal year 2026?

Shareholders ratified CBIZ CPAs P.C. as TurnOnGreen’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 154,193,325 votes for, 2,474,318 against, and 5,085,770 abstentions.

Who was elected to TurnOnGreen’s Board at the 2026 Annual Meeting?

Shareholders elected Amos Kohn, Marcus Charuvastra, and Douglas Gintz as directors to serve until the next annual meeting. Each received about 118 million votes for and approximately 3.3–3.4 million votes withheld, with 40,276,766 broker non-votes.

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

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Available on EDGAR 09/21/2026 - 04:31 PM Accepted by SEC EDGAR 09/21/2026 - 04:30 PM

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): September 18, 2026

TURNONGREEN, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-52140		20-5648820
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1421 McCarthy Blvd., Milpitas, CA 95035

(Address of principal executive offices) (Zip Code)

(510) 657-2635

(Registrant's telephone number, including area code)

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: None.

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 September 18, 2026, TurnOnGreen, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on July 30, 2026, the record date for the Annual Meeting, the Company had outstanding and entitled to vote (i) 183,983,122 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) 25,000 shares of the Company’s Series A Convertible Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), which together with the Common Stock constitute all of the outstanding voting capital stock of the Company.

At the Annual Meeting, the shareholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 26, 2026. At the Annual Meeting, shareholders appointed three (3) directors and approved proposals 2, 3 and 4, each of which was presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s shareholders.

Proposal One: The election of three (3) director nominees named by the Company, each to hold office and serve as a member of the Board of Directors of the Company (the “Board”) until the next annual meeting of shareholders.

	For	Withhold	Broker Non-Votes
Amos Kohn	118,058,274	3,418,373	40,276,766
Marcus Charuvastra	118,159,427	3,317,220	40,276,766
Douglas Gintz	118,126,673	3,349,974	40,276,766

Proposal Two: The ratification of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

For		Against		Abstain		Broker Non-Votes
154,193,325		2,474,318		5,085,770

Proposal Three: The approval of an amendment to the Articles of Incorporation of the Company to effect a reverse stock split of the shares of Common Stock by a ratio of not less than one-for-fifty and not more than one-for-five hundred at any time prior to December 31, 2028, with the exact ratio to be set at a whole number within this range as determined by the Board in its sole discretion.

For		Against		Abstain		Broker Non-Votes
150,023,848		11,381,945		347,620

Proposal Four: The approval of the TurnOnGreen, Inc. 2026 Stock Incentive Plan.

For		Against		Abstain		Broker Non-Votes
116,348,094		3,763,657		1,364,896		40,276,766

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits:

Exhibit No.		Description
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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.

	TurnOnGreen, Inc.


Dated: September 18, 2026	/s/ Amos Kohn
	Amos Kohn Chief Executive Officer and Chairman

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

TurnOnGreen holders approve reverse split authorization

Rhea-AI Filing Summary

Positive

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