08/20/2025 | Press release | Distributed by Public on 08/20/2025 05:31
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 18, 2025, Soluna Holdings, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of two directors, (2) the approval of the Reverse Stock Split Proposal, (3) the approval of the Adjournment Proposal, and (4) the approval of the Auditor Ratification Proposal (each as defined below).
The final voting results were as follows:
Proposal 1: Election of Directors Proposal
The Company's stockholders elected David C. Michaels as a Class II Director to serve for a three-year term until the Company's 2028 Annual Meeting of Stockholders. Mr. Michaels received the following votes:
| For | Withheld | Broker Non-Votes | ||
| 6,402,256 | 173,736 | 4,644,862 |
The Company's stockholders elected Matthew Lipman as a Class II Director to serve for a three-year term until the Company's 2028 Annual Meeting of Stockholders. Mr. Lipman received the following votes:
| For | Withheld | Broker Non-Votes | ||
| 6,364,245 | 211,747 | 4,644,862 |
Proposal 2: Reverse Stock Split Proposal
The proposal to approve one or more reverse stock splits of the then-outstanding shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), with no change to the number of authorized shares of Common Stock, having an aggregate ratio of not less than one-for-five (1:5) and not greater than one-for-fifty (1:50), with the exact number, timing, and ratio within such aggregate range each to be determined by the Board of Directors of the Company in its discretion and included in a public announcement, to be effectuated at any time within one year after stockholder approval was obtained (the "Reverse Stock Split Proposal") was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,702,027 | 1,479,079 | 39,748 | N/A |
Proposal 3: Adjournment Proposal
The proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock and Series B Convertible Preferred Stock, par value $0.001 per share, present or represented by proxy at the Annual Meeting and voting "FOR" the Reverse Stock Split Proposal was insufficient to approve such proposal (the "Adjournment Proposal") was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,295,007 | 904,877 | 20,970 | N/A |
Proposal 4: Auditor Ratification Proposal
The proposal to ratify the appointment of UHY LLP as the Company's independent registered public account firm for the year ending December 31, 2025 (the "Auditor Ratification Proposal") was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,626,386 | 310,638 | 283,830 | N/A |