Current Report · Items 5.07, 9.01 · 8-K
TURNONGREEN INC
TOGIOTCEQUITYCurrent
Submission of Matters to a Vote of Security Holders
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”).…
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Item 5.07Item 5.07 - Submission of Matters to Vote
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