Castellum, Inc. 8-K

What Happened
Castellum, Inc. (CTM) filed an 8-K on May 20, 2026 reporting the results of its May 19, 2026 annual meeting. Stockholders elected five directors, ratified RSM US LLP as the company’s independent auditor for fiscal 2026, and approved an amendment increasing the Castellum Second Amended 2021 Stock Incentive Plan to 13,000,000 shares. The filing was signed by CEO Glen R. Ives.

Key Details

• Director elections (votes "For" / "Withheld" / broker non-votes):
  • Mark S. Alarie: 26,773,763 / 6,942,753 / 22,789,172
  • John F. Campbell: 26,063,019 / 7,653,497 / 22,789,172
  • Bernard S. Champoux: 26,970,017 / 6,746,499 / 22,789,172
  • Glen R. Ives: 29,097,115 / 4,619,401 / 22,789,172
  • C. Thomas McMillen: 26,288,648 / 7,427,868 / 22,789,172
• Auditor ratification (Proposal 2): For 53,771,662; Against 2,553,667; Abstentions 180,359 (≈95.2% of votes cast in favor).
• Stock plan amendment (Proposal 3): Approved to increase shares reserved under the 2021 plan to 13,000,000. Votes: For 19,780,876; Against 13,632,126; Abstentions 303,514; Broker non-votes 22,789,172 (For ≈58.7% of votes cast).

Why It Matters

• Board continuity: All five nominees were re-elected, maintaining current leadership and governance continuity. Vote tallies show varying levels of shareholder support across individual directors.
• Audit continuity: Strong shareholder support to retain RSM US LLP for fiscal 2026 supports continuity in external financial oversight.
• Shareholder dilution potential: Approval of the stock incentive plan increase raises the maximum shares available for grants to 13 million, which could affect future dilution and executive compensation; investors should note the relatively narrower margin of approval on this item compared with the auditor ratification.