Actelis Networks Holds 2026 Annual Meeting — Elects Directors, Ratifies Auditor

What Happened

• Actelis Networks, Inc. held its 2026 Annual Meeting of Stockholders on August 25, 2026 (record date June 29, 2026). There were 25,837,246 shares of common stock outstanding as of the record date; 11,447,822 shares (about 44% of outstanding) were represented, establishing a quorum.
• Stockholders elected Class I directors Julie Kunstler and Gideon Marks to three-year terms ending in 2029. Vote totals: Julie Kunstler — For 1,340,077; Withheld 1,312,512; Broker Non-Votes 8,795,233. Gideon Marks — For 1,352,835; Withheld 1,299,754; Broker Non-Votes 8,795,233.
• Stockholders ratified Kesselman & Kesselman (a PwC member firm) as the Company’s independent registered public accounting firm for fiscal 2026 (For 9,668,308; Against 1,564,484; Abstained 215,028).
• A proposed amendment to increase authorized common shares from 30,000,000 to 80,000,000 was not approved (For 5,704,531; Against 5,581,190; Abstained 162,101). The adjournment proposal to solicit additional proxies was withdrawn.

Key Details

• Outstanding shares (record date): 25,837,246; shares represented at meeting: 11,447,822 (~44%).
• Director election: Two Class I directors elected to terms through the 2029 Annual Meeting.
• Auditor ratified: Kesselman & Kesselman approved for fiscal year ending Dec 31, 2026.
• Share increase proposal failed: Needed a majority of outstanding voting power and did not meet the threshold.

Why It Matters

• Board continuity: Election of the two Class I directors finalizes the board composition for the next three years, which affects governance and oversight.
• Auditor ratification: Confirms the firm that will audit the Company’s 2026 financial statements, relevant to future quarterly/annual reports.
• Capital-raising limits: Failure to increase authorized shares means the Company remains limited to 30 million authorized common shares, which could constrain future equity issuances or dilutive financing until the charter is amended.
• Voting dynamics: A large number of broker non-votes and roughly 44% turnout influenced outcomes and will be important for any future proposals requiring broad shareholder approval.