Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07
Submission of Matters to a Vote of Security Holders.
On October 16, 2026, Rekor Systems, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting was originally convened on May 15, 2026 and was adjourned, for want of a quorum, to September 11, 2026 and again to October 16, 2026, in each case with the same record date of March 25, 2026. As previously reported in the Company’s Current Report on Form 8-K filed on October 6, 2026, on October 6, 2026 the Company’s Board of Directors amended Section 2.5 of the Company’s Bylaws to provide that the holders of at least forty percent (40%) of the shares entitled to vote, present in person or represented by proxy, constitute a quorum for the transaction of business at a meeting of stockholders.
As of the close of business on March 25, 2026, the record date for the Annual Meeting, 136,578,177 shares of the Company’s common stock were outstanding and entitled to vote. An aggregate of 62,498,652 shares held by holders of the Company’s voting stock, representing 45.76% of the shares entitled to vote and constituting a quorum under the Company’s Bylaws as amended, were represented in person or by valid proxy at the Annual Meeting. The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting, as certified by the inspector of election, are set forth below.
Proposal 1: Election of Directors
At the Annual Meeting, all six (6) nominees for director were elected to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. Each nominee received the affirmative vote of a majority of the votes cast with respect to his election. The votes were as follows:
Director For Against Abstain Broker Non-Votes
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Robert A. Berman 33,688,762 2,517,472 246,834 26,045,584
Paul A. de Bary 33,989,817 2,213,848 249,403 26,045,584
Glenn Goord 33,911,363 2,286,620 255,085 26,045,584
David Hanlon 33,615,617 2,588,634 248,817 26,045,584
Steven D. Croxton 34,481,509 1,682,264 289,295 26,045,584
Andrew Meyers 34,485,676 1,669,547 297,845 26,045,584
Proposal 2: Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were as follows:
For Against Abstain Broker Non-Votes
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60,864,320 1,330,183 304,149 0
Proposal 3: Advisory Vote on Executive Compensation
At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting. The votes were as follows:
For Against Abstain Broker Non-Votes
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31,478,139 2,239,515 2,735,414 26,045,584