Hyperscale Data, Inc. 8-K

What Happened

• Hyperscale Data, Inc. filed a Form 8‑K on December 29, 2025 reporting the voting results from its 2025 Annual Meeting of Stockholders (record date December 1, 2025). Stockholders elected six director nominees and approved several governance proposals presented in the company's proxy.
• The six directors elected to hold office until the next annual meeting were Milton C. Ault, III; William B. Horne; Henry C. Nisser; Robert O. Smith; Jeffrey A. Bentz; and Mordechai Rosenberg. Each nominee received strong support (for example, Milton C. Ault, III: 162,345,130 for; William B. Horne: 162,542,944 for), with 94,706,521 broker non‑votes recorded on the director and many other proposals.

Key Details

• Outstanding voting capital stock (record date Dec 1, 2025): 323,323,914 Class A shares; 24,468,726 Class B shares; and certain convertible preferred shares (Series B: 3,000; Series C: 50,000; Series G: 960; Series H: 4,000).
• Auditor ratification (Proposal 2): CBIZ CPAs P.C. was ratified as independent registered public accounting firm — 247,848,230 for; 8,362,279 against; 4,403,806 abstain.
• Say‑on‑pay (Proposal 3): Non‑binding approval of named executive officer compensation passed — 162,021,748 for; 3,539,133 against; 346,914 abstain (94,706,521 broker non‑votes).
• Frequency of advisory vote on executive compensation (Proposal 4): stockholders selected a three‑year frequency — votes: 3 Years = 160,104,109; 1 Year = 444,903; 2 Years = 512,858; abstain = 841,326. The company confirmed it will proceed with a three‑year frequency.
• Stock plan (Proposal 5): Hyperscale Data, Inc. 2025 Stock Incentive Plan approved — 162,129,649 for; 3,529,269 against; 248,877 abstain (94,706,521 broker non‑votes).
• Proposal 6 (adjournment) was not presented because there were sufficient votes to decide the matters at the Meeting.

Why It Matters

• Governance confirmation: Election of the board slate and ratification of the auditor provide continuity in corporate governance and accounting oversight — important for investor confidence.
• Executive pay and stock plan: Passing the non‑binding say‑on‑pay and approving the 2025 Stock Incentive Plan affect executive compensation governance and potential future equity dilution; investors should watch plan details in future filings for share‑usage and dilution metrics.
• Voting mechanics: Large broker non‑votes (94,706,521 reported on several proposals) reflect shares held by brokers that did not vote on certain proposals and can influence the tallies of contested or close matters; here the key proposals passed with decisive votes.