Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, the stockholders of Nextpower Inc. (the “Company”) approved, upon the recommendation of the Company’s Board of Directors, an amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation at the annual meeting of stockholders on August 18, 2026 (the “Annual Meeting”) to eliminate the Company’s legacy Class B common stock and other outdated provisions and to rename the Company’s Class A common stock to “Common Stock” and make conforming changes (the “Amendments”), as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 7, 2026 (the “Proxy Statement”). On August 19, 2026, the Company filed the Third Amended and Restated Certificate of Incorporation of the Company (the “Third Amended and Restated Certificate of Incorporation”), which reflects the Amendments as approved by the stockholders, with the Secretary of State of the State of Delaware. The Third Amended and Restated Certificate of Incorporation became effective immediately upon its filing. On August 18, 2026, the Company’s Board of Directors also approved an amendment and restatement of the Company’s bylaws (the “Third Amended and Restated Bylaws”) to conform certain outdated provisions to the Third Amended and Restated Certificate of Incorporation, effective as of August 19, 2026.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Certificate of Incorporation and the Third Amended and Restated Bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 18, 2026, the Company held the Annual Meeting via virtual webcast. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s Proxy Statement. A total of 142,523,682 shares of the Company’s Class A common stock were present or represented by proxy at the Annual Meeting, representing 93.97% of the voting power of the shares of Class A common stock outstanding as of the close of business on June 22, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting. Holders of shares of the Company’s Class A common stock were each entitled to one vote for each share held as of the close of business on the record date.
The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement.
Proposal 1. Election of Directors
The following nominees were elected to serve as the Class I directors until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly qualified, or, if sooner, until the director’s earlier death, resignation or removal, based on the following results of voting:
Nominee For Withhold Broker Non-Votes
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Mark Menezes 109,631,706 26,777,244 6,114,732
Daniel Shugar 134,266,300 2,142,650 6,114,732
William Watkins 105,335,206 31,073,744 6,114,732
Howard Wenger 133,530,088 2,878,862 6,114,732
Proposal 2. Ratification of the Selection of the Independent Registered Public Accounting Firm
The selection of Deloitte & Touche LLP as the independent registered accounting firm for the Company for the fiscal year ending March 31, 2027 was ratified based on the following results of voting:
Votes For Votes Against Abstentions Broker Non-Votes
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141,745,434 262,528 515,720 N/A
Proposal 3. Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers
The results of the advisory vote regarding the Company’s fiscal year 2026 executive compensation as disclosed in the Proxy Statement were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
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126,004,320 8,785,239 1,619,391 6,114,732
Proposal 4. Amendments to Our Second Amended & Restated Certificate of Incorporation
The results of the vote to approve the Amendments were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
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136,317,821 51,693 39,436 6,144,732