Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item Amendments
5.03 to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
described under the Proposal to Increase Authorized Shares (as defined below) in Item 5.07 of this Current Report on Form 8-K, on October
16, 2026, Soluna Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”)
at which, among other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Articles
of Incorporation, as amended (the “Articles”), to increase the Company’s authorized shares of common stock, par value
$0.001 per share (the “Common Stock”), from 375,000,000 shares to 1,000,000,000 shares (the “Certificate of Amendment”).
On
October 16, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada and such amendment
became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission
5.07 of Matters to a Vote of Security Holders.
On
October 16, 2026, the Company held its Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual
Meeting: (1) the election of three directors, (2) the approval of the Proposal to Increase Authorized Shares, (3) the approval of the
Say-on-Pay Proposal, (4) the approval of the Auditor Ratification Proposal, (5) the approval of the Exchange Cap Proposal, and (6) the
approval of the Adjournment Proposal (each as defined below).
The
final voting results were as follows:
Proposal
1: Election of Directors Proposal
The
Company’s stockholders elected William Hazelip as a Class III Director (independent) to serve for a three-year term until the Company’s 2029
Annual Meeting of Stockholders. Mr. Hazelip received the following votes:
For Withheld Broker
Non-Votes
─────────────────────────────────────────────
86,060,721 9,310,875 62,813,005
The
Company’s stockholders elected Michael Toporek as a Class III Director (non-independent) to serve for a three-year term until
the Company’s 2029 Annual Meeting of Stockholders. Mr. Toporek received the following votes:
For Withheld Broker
Non-Votes
─────────────────────────────────────────────
91,940,521 3,431,075 62,813,005
The
Company’s stockholders elected Daniel Golding as a Class III Director (non-independent) to serve for a three-year term until
the Company’s 2029 Annual Meeting of Stockholders. Mr. Golding received the following votes:
For Withheld Broker
Non-Votes
────────────────────────────────────────────
94,735,702 635,894 62,813,005
Proposal
2: Proposal to Increase Authorized Shares
The
proposal to approve an amendment to the Articles to increase the number of shares of Common Stock authorized for issuance thereunder
from 375,000,000 shares to 1,000,000,000 shares (the “Proposal to Increase Authorized Shares”) was approved based upon the
following votes:
For Against Abstain Broker
Non-Votes
───────────────────────────────────────────────────────────
144,378,143 13,309,538 496,920 N/A
Proposal
3: Say-on-Pay Proposal
The
proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in
the Company’s definitive proxy statement for the Annual Meeting (the “Say-on-Pay Proposal”) was approved based upon
the following votes:
For Against Abstain Broker
Non-Votes
───────────────────────────────────────────────────────────
80,736,111 14,262,456 373,029 62,813,005
Proposal
4: Auditor Ratification Proposal
The
proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending
December 31, 2026 (the “Auditor Ratification Proposal”) was approved based upon the following votes:
For Against Abstain Broker
Non-Votes
────────────────────────────────────────────────────────
157,054,020 897,391 233,190 N/A
Proposal
5: Exchange Cap Proposal
The
proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of 20% or more of the Company’s
issued and outstanding shares of Common Stock pursuant to the Standby Equity Purchase Agreement, dated March 24, 2026, between the Company
and YA II PN, Ltd. (the “Exchange Cap Proposal”), was approved based upon the following votes:
For Against Abstain Broker
Non-Votes
──────────────────────────────────────────────────────────
89,707,854 5,440,475 223,267 62,813,005
Proposal
6: Adjournment Proposal
The
proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented
by proxy at the Annual Meeting and voting “FOR” the approval of any of the foregoing proposals was insufficient to approve
such proposal (the “Adjournment Proposal”) was approved based upon the following votes:
For Against Abstain Broker
Non-Votes
───────────────────────────────────────────────────────────
141,738,731 15,777,425 668,445 N/A