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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported) September 15, 2025

 

APPLIED ENERGETICS, INC.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

(State or Other Jurisdiction of Incorporation)

 

001-14015   77-0262908
(Commission File Number)   (IRS Employer Identification No.)

 

9070 S Rita Road, #1500, Tucson, AZ   85747
(Address of Principal Executive Offices)   (Zip Code)

 

(520) 628-7415

 

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

 

Emerging growth company:

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $.001 per share   AERG   OTCQB

 

 

 

 

 

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

 

The 2025 Annual Meeting of Stockholders of the company was held virtually via webcast on September 15, 2025. A total of 139,394,852 (or approximately 63%) of the company’s shares issued, outstanding and entitled to vote at the 2025 Annual Meeting of Stockholders were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the meeting. For more information about the proposals set forth below, please see the company’s definitive Proxy Statement filed with the Securities and Exchange Commission on August 1, 2025.

 

1. Election of Directors

 

   For   Withhold   Broker Non-Vote 
             
Michael Alber (1 year)   67,133,288    1,768,588    70,492,976 
John Schultz (1 year)   58,161,888    10,739,988    70,492,976 
Gregory J. Quarles (1 year)   57,678,390    11,223,486    70,492,976 
Scott Andrews (2 years)   67,135,069    1,766,807    70,492,976 
Christopher Donaghey (2 years)   66,816,656    2,085,220    70,492,976 
Bradford T. Adamczyk (3 years)   65,547,698    3,354,178    70,492,976 
Mary P. O’Hara (3 years)   65,545,503    3,356,373    70,492,976 

 

Accordingly, all nominees were elected as recommended by the Board of Directors.

 

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

For   Against   Abstain   Broker Non-Vote
60,609,343   6,852,664   1,439,869   70,492,976

 

Accordingly, proposal 2 was approved by the stockholders, as recommended by the Board of Directors.

 

3. To approve, on an advisory basis, the frequency with which the Company holds advisory votes regarding the compensation of the Company’s named executive officers.

 

Three Years   Two Years   One Year   Abstain   Broker Non-Vote
55,109,156   1,169,643   12,320,838   302,239   70,492,976

 

Accordingly, proposal 3 was approved by the stockholders, as recommended by the Board of Directors.

 

4. To approve and adopt the Company’s 2025 Equity Incentive Plan.

 

For   Against   Abstain   Broker Non-Vote
58,537,750   9,362,858   1,001,268   70,492,976

 

Accordingly, proposal 4 was approved by the stockholders, as recommended by the Board of Directors.

 

5. To ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

 

For  Against  Abstain
138,491,020  26,982  876,850

 

Accordingly, proposal 5 was approved by the stockholders, as recommended by the Board of Directors.

 

Item 8.01 – Other Events

 

At the Applied Energetics, Inc. 2025 Annual Meeting described in Item 5.07 above, Christopher Donaghey, our President and Chief Executive Officer, delivered a presentation to the stockholders in attendance, a copy of which is attached as an exhibit to this Current Report on Form 8-K.

 

Item 9.01 – Exhibits

 

99.1Presentation of President and Chief Executive Officer
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  APPLIED ENERGETICS, INC.
     
  By:  /s/ Christopher Donaghey
    Christopher Donaghey
    President and Chief Executive Officer

 

Date: September 17, 2025

 

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