T3 Defense Inc. Reports 2026 Annual Meeting Vote Results

What Happened

• T3 Defense Inc. (DFNS) filed an 8-K reporting the results of its annual meeting held on August 5, 2026. As of the record date (July 9, 2026) there were 126,311,902 shares of common stock issued and outstanding; 66,928,688 shares were present or represented by proxy, constituting a quorum.
• Stockholders elected four director nominees (Menachem Shalom, Shiran Fridman, Tomer Nagar and Asaf Nachum), ratified Somekh Chaikin (member firm of KPMG International) as independent external auditors for fiscal 2026, and approved the 2026 Evergreen Equity Incentive Plan with an initial authorization of 176,000 post-split shares (to increase 8% annually). The filing notes the reported share counts do not reflect a 1:125 reverse stock split effective July 20, 2026.

Key Details

• Election results (For / Withheld / Broker Non-Vote):
  • Menachem Shalom: 44,087,827 / 1,205,062 / 21,735,789 (elected)
  • Shiran Fridman: 44,094,412 / 1,198,477 / 21,735,789 (elected)
  • Tomer Nagar: 44,009,743 / 1,283,146 / 21,735,789 (elected)
  • Asaf Nachum: 44,094,285 / 1,198,604 / 21,735,789 (elected)
• Auditor ratification vote: For 64,462,132; Against 2,078,731; Abstain 487,815 — appointment ratified.
• 2026 Evergreen Equity Incentive Plan vote: For 41,649,539; Against 3,602,360; Abstain 40,990; Broker Non-Vote 21,735,789. Plan authorizes 176,000 post-split shares initially, increasing 8% annually.
• Record/meeting dates: Record Date July 9, 2026; Annual Meeting August 5, 2026. Reverse split note: 1:125 reverse split effective July 20, 2026 (share counts reported are pre-split).

Why It Matters

• Corporate governance: Re-election of all four nominees keeps board continuity for the coming year, which matters for strategy and oversight.
• Audit and reporting: Ratification of Somekh Chaikin (KPMG member) confirms the firm that will audit fiscal 2026 financials.
• Equity plan and dilution: Approval of the Evergreen Equity Incentive Plan authorizes management to grant equity awards (initially 176,000 post-split shares, with an 8% annual increase), which could affect share count and potential dilution over time.
• Practical note for investors: The reported share counts in the filing are pre-reverse-split; holdings and per-share metrics should be compared using post-split figures (1:125 effective July 20, 2026).