DEFA14A: Ondas Holdings Corrects Proxy Statement Regarding Broker Voting Rules for Charter Amendment Proposal

Ondas Holdings Inc. issues a supplement to its proxy statement to correct information regarding broker discretionary voting on a proposal to increase the number of authorized shares of common stock.

Summary

• Ondas Holdings Inc. has issued a supplement to its definitive proxy statement filed on April 21, 2025.
• The supplement corrects information regarding broker non-vote voting rules applicable to Proposal 4, which seeks to amend the company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 400,000,000.
• The original proxy statement incorrectly stated that brokers did not have discretion to vote on Proposal 4.
• Under New York Stock Exchange rules, brokers do have the discretion to vote on Proposal 4.
• The Director Election Proposal, Say on Pay Proposal, and Incentive Plan Proposal are non-routine proposals, and brokers do not have discretion to vote on these without instructions from the beneficial owner.
• The Auditor Ratification Proposal and Charter Amendment Proposal are routine proposals, and brokers do have discretion to vote on these.
• The vote required to approve the Charter Amendment Proposal is a majority in voting power of the issued and outstanding Common Stock as of the Record Date.
• Abstentions will have the effect of a vote against the Charter Amendment Proposal.

Sentiment

Score: 7

Explanation: The document is a routine correction to a proxy statement, indicating standard corporate governance procedures. The sentiment is neutral to slightly positive as it demonstrates transparency and adherence to regulations.

Future Outlook

The company urges stockholders to read the proxy statement and its supplement in their entirety.

Industry Context

This announcement is a standard regulatory filing update related to corporate governance and shareholder voting procedures, common for publicly traded companies.

Stakeholder Impact

• Shareholders are provided with corrected information regarding their voting rights.
• Brokerage firms are given clarification on their discretionary voting power.

Key Dates

Keywords

proxy statement, Ondas Holdings, broker non-votes, charter amendment, authorized shares, voting rights, annual meeting