Soluna (NASDAQ:SLNH) stockholders approved all six proposals presented at the company’s 2026 annual meeting, including an increase in the number of authorized common shares to 1 billion from 375 million and approval of a potential equity issuance under its standby equity purchase agreement with YA II PN, Ltd.
Michael Picchi, Soluna’s chief financial officer, chaired the meeting. The company reported that 246,702,047 shares of common stock were outstanding as of the Aug. 21, 2026 record date. The annual-meeting materials, including the proxy statement and proxy card, were mailed to eligible stockholders on or about Aug. 24, according to Corporate Secretary and Chief Accounting Officer Jessica Thomas.
Chris Gandolfo, the company’s independent inspector of elections, reported that a quorum was present and that each proposal received the required support based on preliminary voting results.
Directors Elected for Three-Year Terms
Stockholders elected William Hazelip, Michael Toporek and Daniel Golding as Class III directors. Each was elected by a plurality of votes cast and will serve a three-year term ending at Soluna’s 2029 annual meeting of stockholders.
The company also received stockholder approval, on an advisory basis, of the compensation of its named executive officers as outlined in the proxy statement.
Authorized Share Increase and Equity Purchase Agreement
Among the approved items was an amendment to Soluna’s articles of incorporation that raises the number of authorized shares of common stock available for issuance to 1 billion from 375 million.
Stockholders also approved, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of 20% or more of Soluna’s issued and outstanding common shares under the company’s standby equity purchase agreement with YA II PN, Ltd. The agreement is dated March 24, 2026.
Nasdaq Listing Rule 5635(d) addresses circumstances in which shareholder approval may be required before a listed company issues common stock or securities convertible into common stock.
Auditor Appointment Ratified
Investors ratified the appointment of KPMG LLP as Soluna’s independent registered public accounting firm for the year ending Dec. 31, 2026. A representative from KPMG attended the meeting.
Stockholders additionally approved a proposal allowing the company to adjourn the annual meeting if votes represented at the meeting were insufficient to approve any of the other proposals.
Gandolfo said he would execute a final voting certificate for inclusion in the company’s minute book. Soluna said it expects to report final voting results in a Form 8-K filing with the Securities and Exchange Commission within four business days following the annual meeting.
About Soluna (NASDAQ:SLNH)
Soluna Holdings, Inc, doing business as Soluna, develops and operates data centers powered by renewable energy. The company partners with renewable-energy producers to use excess or curtailed electricity that might otherwise go unused, converting it into computing capacity while providing an additional revenue source for power projects.
Soluna’s facilities support high-performance computing applications, including cryptocurrency mining and artificial intelligence workloads. Through its Soluna Compute business, the company develops modular data-center campuses and provides infrastructure, hosting and computing services for customers that require energy-intensive digital processing.
The company’s operating and development portfolio has primarily focused on projects in the United States, including renewable-powered data-center sites in Texas.
