Soluna Holdings Inc.

10/19/2026 | Press release | Distributed by Public on 10/19/2026 14:54

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under the Proposal to Increase Authorized Shares (as defined below) in Item 5.07 of this Current Report on Form 8-K, on October 16, 2026, Soluna Holdings, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") at which, among other matters of business acted upon, the Company's stockholders approved an amendment to the Company's Articles of Incorporation, as amended (the "Articles"), to increase the Company's authorized shares of common stock, par value $0.001 per share (the "Common Stock"), from 375,000,000 shares to 1,000,000,000 shares (the "Certificate of Amendment").

On October 16, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada and such amendment became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 16, 2026, the Company held its Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of three directors, (2) the approval of the Proposal to Increase Authorized Shares, (3) the approval of the Say-on-Pay Proposal, (4) the approval of the Auditor Ratification Proposal, (5) the approval of the Exchange Cap Proposal, and (6) the approval of the Adjournment Proposal (each as defined below).

The final voting results were as follows:

Proposal 1: Election of Directors Proposal

The Company's stockholders elected William Hazelip as a Class III Director (independent) to serve for a three-year term until the Company's 2029 Annual Meeting of Stockholders. Mr. Hazelip received the following votes:

For Withheld Broker Non-Votes

86,060,721

9,310,875

62,813,005

The Company's stockholders elected Michael Toporek as a Class III Director (non-independent) to serve for a three-year term until the Company's 2029 Annual Meeting of Stockholders. Mr. Toporek received the following votes:

For Withheld Broker Non-Votes

91,940,521

3,431,075

62,813,005

The Company's stockholders elected Daniel Golding as a Class III Director (non-independent) to serve for a three-year term until the Company's 2029 Annual Meeting of Stockholders. Mr. Golding received the following votes:

For Withheld Broker Non-Votes

94,735,702

635,894

62,813,005

Proposal 2: Proposal to Increase Authorized Shares

The proposal to approve an amendment to the Articles to increase the number of shares of Common Stock authorized for issuance thereunder from 375,000,000 shares to 1,000,000,000 shares (the "Proposal to Increase Authorized Shares") was approved based upon the following votes:

For Against Abstain Broker Non-Votes

144,378,143

13,309,538

496,920

N/A
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