Castellum, Inc. 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the results of Castellum, Inc.'s 2026 Annual Meeting of Stockholders held on May 19, 2026. The filing details the voting outcomes for three proposals submitted to shareholders, including the election of directors, ratification of the independent auditor, and an amendment to the stock incentive plan.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results and does not contain financial performance data.
Material Changes and Voting Results
Three proposals were voted upon at the annual meeting:
- Proposal 1 (Election of Directors): Stockholders elected five directors. All nominees received significant support, though broker non-votes were substantial (22,789,172 shares).
- Mark S. Alarie: 26,773,763 For
- John F. Campbell: 26,063,019 For
- Bernard S. Champoux: 26,970,017 For
- Glen R. Ives: 29,097,115 For
- C. Thomas McMillen: 26,288,648 For
- Proposal 2 (Ratification of Auditor): Stockholders approved the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2026.
- For: 53,771,662
- Against: 2,553,667
- Abstentions: 180,359
- Proposal 3 (Stock Incentive Plan Amendment): Stockholders approved an amendment to the Second Amended 2021 Stock Incentive Plan to increase the aggregate number of shares reserved for issuance to 13,000,000.
- For: 19,780,876
- Against: 13,632,126
- Abstentions: 303,514
- Broker Non-Votes: 22,789,172
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the reporting of the annual meeting vote tallies.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to contextualize the voting percentages.
- Review the 2026 Proxy Statement (filed April 7, 2026) for detailed biographies of the elected directors and the specific terms of the Stock Incentive Plan amendment.
- Confirm the impact of the 13,000,000 share increase on potential future dilution.
- Note the high volume of broker non-votes (22,789,172) on director elections and the stock plan amendment, indicating significant shares held in street name where brokers did not have discretionary voting authority.