SOLITRON DEVICES INC 8-K

What Happened

• Solitron Devices, Inc. (SODI) filed an 8-K reporting the results of its Annual Meeting held April 24, 2026. Stockholders elected Charles M. Gillman as Class III director (term through the 2028 Annual Meeting), ratified Whitley Penn LLP as the company’s independent registered public accountants for the fiscal year ending February 28, 2026, and approved a non-binding advisory “Say-on-Pay” vote on executive compensation. Proposal 4 was noted as moot. The proxy describing these matters was filed March 6, 2026.

Key Details

• Director election (Class III): Charles M. Gillman — Votes For: 1,049,702; Against: 60,102; Abstentions: 19,127; Broker non‑votes: 615,787.
• Auditor ratification: Whitley Penn LLP — Votes For: 1,743,196; Against: 1,106; Abstentions: 416.
• Say-on-Pay (advisory): Votes For: 1,104,814; Against: 1,766; Abstentions: 22,351; Broker non‑votes: 615,787.
• All three substantive proposals (1–3) received sufficient votes to pass.

Why It Matters

• Board composition: Electing Charles M. Gillman fills the Class III director seat through 2028, which affects governance and board oversight going forward.
• Audit oversight: Ratifying Whitley Penn LLP confirms the firm responsible for auditing the company’s fiscal 2026 financial statements, an important factor for financial transparency and investor confidence.
• Executive pay signal: The approved non‑binding Say-on-Pay indicates majority shareholder support for the company’s reported executive compensation, though the vote is advisory and not legally binding.