VirTra (VTSI) investors approve board, say-on-pay and auditor at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VirTra, Inc. reported the results of its 2026 annual meeting of stockholders. All five director nominees – John F. Givens II, Gregg C.E. Johnson, Michael T. Ayers, Lt. Gen.(R) Maria R. Gervais, and Grant A. Barber – were elected to serve one-year terms ending at the 2027 annual meeting.

Stockholders ratified Haynie as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 7,179,984 votes for, 26,674 against, and 3,119 abstaining. They also approved, on a non-binding basis, the compensation of the named executive officers, with 3,042,278 votes for, 879,956 against, and 96,217 abstaining.

In an advisory vote on how often to hold future advisory votes on executive compensation, stockholders indicated a preference for an annual vote. The voting on frequency showed 1,959,950 votes for one year, 91,183 for two years, 1,933,934 for three years, and 33,384 abstentions.

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

Auditor ratification - For: 7,179,984 votes Auditor ratification - Against: 26,674 votes Say-on-pay approval - For: 3,042,278 votes +4 more

7 metrics

Auditor ratification - For 7,179,984 votes Ratification of Haynie as auditor for year ending Dec. 31, 2026

Auditor ratification - Against 26,674 votes Ratification of Haynie as auditor for year ending Dec. 31, 2026

Say-on-pay approval - For 3,042,278 votes Non-binding advisory vote on executive compensation

Say-on-pay approval - Against 879,956 votes Non-binding advisory vote on executive compensation

Say-on-pay frequency - 1 year 1,959,950 votes Preferred frequency of advisory vote on executive compensation

Say-on-pay frequency - 3 years 1,933,934 votes Preferred frequency of advisory vote on executive compensation

Director votes - Grant A. Barber 3,942,446 for; 76,005 withheld Election to board of directors for a one-year term

Key Terms

emerging growth company, independent registered public accounting firm, Non-Binding Advisory Vote on Executive Compensation, advisory vote on frequency of advisory vote on executive compensation, +1 more

5 terms

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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

"Stockholders ratified the appointment of Haynie as the Company’s independent registered public accounting firm for the 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.

Non-Binding Advisory Vote on Executive Compensation financial

"Non-Binding Advisory Vote on Executive Compensation Stockholders approved the compensation of the Company’s named executive officers"

advisory vote on frequency of advisory vote on executive compensation financial

"Advisory Vote on Frequency of Advisory Vote on Executive Compensation At the annual meeting, the stockholders indicated a preference"

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders in person and via webcast"

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 04:06 PM Accepted by SEC EDGAR 06/26/2026 - 04:05 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): June 23, 2026

VIRTRA, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada	001-38420	93-1207631
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

295 E. Corporate Place, Chandler, AZ		85225
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (480) 968-1488

Not Applicable

(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:

☐	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		VTSI		NASDAQ Capital 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 June 23, 2026, VirTra, Inc. (the “Company”) held its 2026 annual meeting of stockholders in person and via webcast (the “Annual Meeting”) to vote on the following matters:

1. Election of Directors

Each of the following five nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the 2027 annual meeting of stockholders and until their successors have been duly elected and have qualified.

Nominee	For		Withheld
John F. Givens II		3,932,220		86,231

Gregg C.E. Johnson		3,010,520		1,007,931

Michael T. Ayers		3,254,580		763,871

Lt. Gen.(R) Maria R. Gervais		3,616,630		401,821

Grant A. Barber		3,942,446		76,005

2. Ratification of the Company’s Independent Auditors

Stockholders ratified the appointment of Haynie as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, in accordance with the voting results listed below.

For		Against		Abstain
7,179,984		26,674		3,119

3. Non-Binding Advisory Vote on Executive Compensation

Stockholders approved the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the Annual Meeting.

For		Against		Abstain
3,042,278		879,956		96,217

4. Advisory Vote on Frequency of Advisory Vote on Executive Compensation

At the annual meeting, the stockholders indicated a preference to hold a stockholder advisory vote on executive compensation every year. The following is a summary of the votes cast at the annual meeting with respect to this matter:

		1 Year				2 Years				3 Years
Preferred frequency of stockholder advisory vote on executive compensation			1,959,950				91,183				1,933,934

A total of 33,384 votes abstained on this matter.

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.

	VIRTRA, INC.

Date: June 26, 2026	By:	/s/ John F. Givens II
	Name:	John F. Givens II
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did VirTra (VTSI) stockholders decide about the board of directors at the 2026 annual meeting?

Stockholders elected all five director nominees to one-year terms ending at the 2027 annual meeting. John F. Givens II, Gregg C.E. Johnson, Michael T. Ayers, Lt. Gen.(R) Maria R. Gervais, and Grant A. Barber all received majority support.

Which auditing firm did VirTra (VTSI) stockholders ratify for fiscal year 2026?

Stockholders ratified Haynie as VirTra’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 7,179,984 in favor, 26,674 against, and 3,119 abstaining, indicating strong support for continuing with this auditor.

How did VirTra (VTSI) stockholders vote on executive compensation (say-on-pay) in 2026?

Stockholders approved the non-binding advisory resolution on compensation of named executive officers. The vote totals were 3,042,278 for, 879,956 against, and 96,217 abstaining, indicating a clear majority in favor of the company’s disclosed executive pay program.

What frequency of say-on-pay votes did VirTra (VTSI) stockholders prefer?

Stockholders indicated a preference to hold the advisory vote on executive compensation every year. The frequency vote results were 1,959,950 for one year, 91,183 for two years, 1,933,934 for three years, and 33,384 abstentions, with the company noting the preference for annual votes.

Were there any notable opposition levels in VirTra (VTSI)’s auditor ratification vote?

Opposition to ratifying Haynie as auditor was minimal compared with votes in favor. There were 26,674 votes against and 3,119 abstentions, versus 7,179,984 votes for, suggesting broad shareholder support for the chosen independent registered public accounting firm.

Filing Exhibits & Attachments

3 documents