UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
January
30, 2026
Commission
File Number 001-37974
VIVOPOWER
INTERNATIONAL PLC
(Translation
of registrant’s name into English)
Blackwell
House, Guildhall Yard
London EC2V 5AE
United
Kingdom
+44-203-667-5158
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form
20- F ☒ Form 40-F ☐
Results
of Annual General Meeting
On
January 30, 2026, VivoPower International PLC (Nasdaq: VVPR) (“VivoPower” or the “Company”) held its extraordinary
general meeting of shareholders (the “EGM”).
At
the EGM, the Company put forward, and shareholders voted on six resolutions; each of these resolutions was approved, with no less than
93% of votes cast.
| 1. | To
approve the authority of the directors to allot ordinary shares and securities convertible
into ordinary shares. |
| 2. | To
approve the disapplication of statutory pre-emption rights in connection with the allotment
of equity securities. |
| 3. | To
approve the adoption of a dual class share structure and the redesignation of the Company’s
existing ordinary shares. |
| 4. | To
approve the creation of a new class of convertible preferred shares. |
| 5. | To
approve an increase in the share cap under the Company’s Omnibus Incentive Plan 2017
from 10% to 15%. |
| 6. | To
authorize the Board of Directors to amend director and executive remuneration in line with
prevailing market benchmarks. |
This
Report on Form 6-K, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-227810, 333-251546, 333-268720, 333-273520)
and Form F-3 (File No. 333-276509).
Forward-Looking
Statements
This
communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal
securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other
characterisations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement
of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom.
These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty,
and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes
in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s
business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes
in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes
in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings
with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower
is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result
of new information, future events, changes in assumptions or otherwise.
No
Offer or Solicitation
This
Report on Form 6-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed transaction. This Report on Form 6-K shall also not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
EXHIBIT
INDEX
| Exhibit 99.1— |
Press Release |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
January 30, 2026 |
VivoPower
International PLC |
| |
|
| |
/s/
Kevin Chin |
| |
Kevin
Chin |
| |
Executive
Chairman |
Exhibit
99.1

VivoPower
Announces Shareholder Approval of All Resolutions at Extraordinary General Meeting
Each
of the 6 resolutions passed with a significant majority, receiving no less than 93% of the votes cast
LONDON,
January 30, 2026 — VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”), a leading
B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, is pleased to
announce that shareholders have overwhelmingly approved all six resolutions presented at the Company’s Extraordinary General Meeting
(EGM) held today, January 30, 2026.
Each
resolution passed with a significant majority, receiving no less than 93% of the votes cast. The approved mandates provide the Company
with enhanced flexibility to execute on its growth, a modernized capital structure, and a market-based incentivization structure to attract
and retain A-grade talent.
About
VivoPower
Originally
founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North
America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower is
scaling up its power to X strategy with a focus on developing, building, and owning low-cost, sustainable powered land and data center
infrastructure in select sovereign nations to be leased out for AI use cases. It also has three other business units, Tembo, Caret Digital,
and Vivo Federation, which are in the process of being spun out or divested. Tembo is focused on electric solutions for off-road and
on-road customized and ruggedized fleet applications, as well as ancillary financing, charging, battery, and microgrid solutions. Caret
Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining. Vivo
Federation is the digital asset arm of VivoPower, focused on XRPL-based real-world blockchain applications and maintaining exposure to
Ripple Labs shares and XRP tokens.
Forward-Looking
Statements
This
communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal
securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement
of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom.
These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty,
and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes
in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s
business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes
in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes
in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings
with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower
is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result
of new information, future events, changes in assumptions or otherwise.
Media
Contacts
VivoPower:
media@vivopower.com