UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 31, 2025, Expion360 Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 3,374,468 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), outstanding on June 4, 2025, the record date for the Annual Meeting. At the Annual Meeting, 1,520,479 shares of Common Stock were present in person or represented by proxy.
The following tables set forth the final results of the voting for the four proposals voted upon at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 17, 2025.
Proposal 1: The stockholders elected five directors to serve on the Board of Directors for a one-year term of office expiring at the annual meeting of stockholders to be held in 2026 and until their respective successors have been elected and qualified, or until their respective deaths, resignations, or removals. The following sets forth the results of the voting with respect to each director nominee:
| Name of Director | For | Withheld | Broker Non-Votes | |||
| Paul Shoun | 373,889 | 108,904 | 1,037,686 | |||
| Brian Schaffner | 374,072 | 108,721 | 1,037,686 | |||
| George Lefevre | 353,055 | 129,738 | 1,037,686 | |||
| Tien Q. Nguyen | 231,452 | 251,341 | 1,037,686 | |||
| Steven M. Shum | 374,146 | 108,647 | 1,037,686 |
Proposal 2: The stockholders ratified the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The following sets forth the results of the voting with respect to the proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,381,669 | 42,714 | 96,096 | – |
Proposal 3: The stockholders approved an increase in the number of shares of Common Stock authorized for issuance under the Company’s 2021 Incentive Award Plan. The following sets forth the results of the voting with respect to the proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 305,081 | 175,650 | 2,062 | 1,037,686 |
Proposal 4: The stockholders approved an increase in the number of shares of Common Stock authorized for issuance under the Company’s 2021 Employee Stock Purchase Plan. The following sets forth the results of the voting with respect to the proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 339,316 | 140,905 | 2,572 | 1,037,686 |
No other matters were presented for consideration or stockholder action at the Annual Meeting.
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 hereunto duly authorized.
| EXPION360 INC. | ||
| Date: August 1, 2025 | By: | /s/ Brian Schaffner |
| Name: | Brian Schaffner | |
| Title: | Chief Executive Officer and Interim Chief Financial Officer | |