UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 26, 2026
FLUX POWER HOLDINGS, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-31543 | 92-3550089 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2685 S. Melrose Drive
Vista, CA 92081
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: 877-505-3589
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:
| ☐ | 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)) |
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, $0.001 par value per share | FLUX | The Nasdaq Global Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 26, 2026, Flux Power Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on February 10, 2026 (the “Proxy Statement”).
At the close of business on February 2, 2026, the record date of the Annual Meeting, the Company had 21,340,135 shares of common stock outstanding and entitled to vote. The holders of a total of 14,117,593 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.
The following proposals were submitted to the Company’s stockholders at the Annual Meeting:
| 1. | The election of Krishna Vanka, Dale T. Robinette, Michael Johnson, Lisa Walters-Hoffert and Mark F. Leposky as directors, to serve until the 2027 annual meeting of stockholders or until their respective successor(s) have been elected or appointed. | |
| 2. | The ratification of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. |
The number of votes cast for and against or withheld and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
1. Board of Directors Election Results
The following nominees were elected to serve as directors for a term that will continue until the 2027 annual meeting of stockholders or until their respective successor(s) have been elected or appointed. The number of votes cast regarding each nominee were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Krishna Vanka | 7,337,771 | 95,082 | 6,684,740 | |||||||||
| Dale T. Robinette | 7,032,674 | 400,179 | 6,684,740 | |||||||||
| Michael Johnson | 7,285,119 | 147,734 | 6,684,740 | |||||||||
| Lisa Walters-Hoffert | 6,976,689 | 456,164 | 6,684,740 | |||||||||
| Mark F. Leposky | 7,126,247 | 306,606 | 6,684,740 | |||||||||
2. Ratification of Haskell & White LLP as the Company’s independent registered public accounting firm
The Company’s stockholders approved the ratification of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. The number of votes cast for and against and the number of abstentions for this proposal were as follows (there were no broker non-votes for this proposal):
| Votes For | Votes Against | Abstain | ||
| 14,083,259 | 20,822 | 13,512 |
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.
| Date: March 27, 2026 | Flux Power Holdings, Inc. | |
| By: | /s/ Kevin Royal | |
| Kevin Royal | ||
| Chief Financial Officer | ||