TurnOnGreen, Inc. Reports 2026 Annual Meeting Results

What Happened

• TurnOnGreen, Inc. filed an 8-K on September 21, 2026 reporting the results of its 2026 Annual Meeting of Shareholders (record date July 30, 2026). As of the record date the Company had 183,983,122 shares of common stock and 25,000 shares of Series A preferred outstanding and entitled to vote.
• Shareholders elected three director nominees—Amos Kohn (118,058,274 for; 3,418,373 withheld; 40,276,766 broker non-votes), Marcus Charuvastra (118,159,427 for; 3,317,220 withheld; 40,276,766 broker non-votes), and Douglas Gintz (118,126,673 for; 3,349,974 withheld; 40,276,766 broker non-votes).
• Shareholders also approved: (1) ratification of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for fiscal 2026 (154,193,325 for; 2,474,318 against; 5,085,770 abstain); (2) an amendment to the Articles to permit a reverse stock split at a ratio set by the Board between 1-for-50 and 1-for-500, to be implemented any time before December 31, 2028 (150,023,848 for; 11,381,945 against; 347,620 abstain); and (3) the TurnOnGreen, Inc. 2026 Stock Incentive Plan (116,348,094 for; 3,763,657 against; 1,364,896 abstain; 40,276,766 broker non-votes).

Key Details

• Record date: July 30, 2026 — outstanding shares: 183,983,122 common; 25,000 Series A preferred.
• Reverse split authority: shareholders approved a board-authorized split between 1-for-50 and 1-for-500, effective if/when the Board elects (deadline Dec 31, 2028).
• Stock plan: shareholders approved the 2026 Stock Incentive Plan, enabling equity awards (vote: 116,348,094 for).
• Auditor ratification: CBIZ CPAs P.C. ratified for fiscal year ending Dec 31, 2026 (vote: 154,193,325 for).

Why It Matters

• The reverse stock split authorization gives the Board the power to consolidate shares at a ratio up to 1-for-500, which, if implemented, would reduce outstanding share count and increase the per‑share price mathematically. This is a structural change that can affect trading float, share price, and per‑share metrics.
• Approval of the 2026 Stock Incentive Plan permits the Company to grant equity compensation to employees or directors, which can be used to attract/retain personnel but may also result in future share dilution when awards vest or are exercised.
• Ratifying the auditor maintains continuity in financial oversight; election of the three directors completes the Board slate reported in the proxy. Large broker non-votes on several items indicate many broker-held shares were not voted on certain proposals, which can be common but may affect the proportion of shares actually voting on non-routine matters.