Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
August 5, 2026, T3 Defense Inc. (the “Company”) held its annual meeting of stockholders for the calendar year 2026 (the “Annual
Meeting”). As of the record date of July 9, 2026 (the “Record Date”), 126,311,902 shares of common stock, $0.0001 par
value per share (the “Common Stock”), were issued and outstanding and entitled to vote at the Annual Meeting. The number
of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 66,928,688 shares of Common Stock, representing
a quorum. Each of the matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed
with the Securities and Exchange Commission on July 9, 2026, as supplemented on each of July 14, 2026 and July 16, 2026.
The
number of shares issued and outstanding as of the Record Date and the number present or represented by proxy at the Annual Meeting are
not reflective of the 1:125 reverse stock split effective July 20, 2026.
The
stockholders voted on the following proposals at the Annual Meeting:
Election
of four directors to hold office until the 2027 annual meeting of stockholders of the Company and until their respective successors have
been duly elected and qualified. The Company’s nominees were Menachem Shalom, Shiran Fridman, Tomer Nagar and Asaf Nachum.
Ratification
of the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent external auditors for the
fiscal year ending December 31, 2026 and to authorize the Company’s Board of Directors to fix their remuneration.
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Approval and adoption of
the 2026 Evergreen Equity Incentive Plan and the initial authorization of 176,000 post-split shares of common stock for issuance
thereunder, with such number to increase 8% annually.
The
final results were as follows:
Proposal
No. 1: Election of Directors
NAME OF NOMINEE FOR WITHHELD BROKER
NON-VOTE
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Menachem Shalom 44,087,827 1,205,062 21,735,789
Shiran Fridman 44,094,412 1,198,477 21,735,789
Tomer Nagar 44,009,743 1,283,146 21,735,789
Asaf Nachum 44,094,285 1,198,604 21,735,789
Each
of the Company’s nominees was elected to serve as a director until the next annual meeting of the stockholders, and until such director’s
successor has been duly elected and qualified.
Proposal
No. 2: Ratify the appointment of Somekh Chaikin as the Company’s independent auditors
FOR AGAINST ABSTAIN
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64,462,132 2,078,731 487,815
The
stockholders ratified the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent external
auditors for the fiscal year ending December 31, 2026 and to authorize the Company’s Board of Directors to fix their remuneration.
Proposal
No. 3: Approve the 2026 Evergreen Equity Incentive Plan
FOR AGAINST ABSTAIN BROKER NON-VOTE
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41,649,539 3,602,360 40,990 21,735,789
The
stockholders approved and adopted the 2026 Evergreen Equity Incentive Plan and the initial authorization of 176,000 shares of common
stock (reflecting post-split shares) for issuance thereunder, with such number to increase 8% annually.