Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Energy Focus, Inc. on June 12, 2026. The meeting covered the fiscal year ended December 31, 2025. The company is incorporated in Delaware and its common stock trades on The Nasdaq Stock Market LLC under the symbol EFOI.
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 and voting results rather than financial performance.
Material Changes and Voting Results
The filing details the outcomes of two proposals voted on by stockholders. As of the record date (April 15, 2026), there were 6,303,433 shares of Common Stock and 876,447 shares of Series A Convertible Preferred Stock outstanding. A quorum was established with 70.39% of voting power present.
Proposal 1: Election of Directors
All seven nominees were elected. The voting results were as follows:
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Kin-Fu Chen | 3,925,590 | 6,714 | 514,854 |
| Jay (Chiao-Chieh) Huang | 3,925,424 | 6,880 | 514,854 |
| Wen-Jeng Chang | 3,925,589 | 6,715 | 514,854 |
| Shou-Jang Lee | 3,925,673 | 6,631 | 514,854 |
| Chao-Jen Huang | 3,925,590 | 6,714 | 514,854 |
| Wen-Cheng Chen | 3,925,672 | 6,632 | 514,854 |
| Sophia Ann Shee | 3,925,577 | 6,727 | 514,854 |
Proposal 2: Ratification of Independent Auditor
Stockholders approved the appointment of GBQ Partners LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- For: 4,401,084
- Against: 16,083
- Abstain: 29,991
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on outlook, specific risks, contingencies, or unusual items. The document serves strictly as a record of the shareholder vote.
Key Facts for Investor Verification
- Quorum Status: Verify that 70.39% participation constitutes a valid quorum under the company's bylaws.
- Broker Non-Votes: Note the significant number of broker non-votes (514,854) on the director election, which may indicate passive institutional holdings.
- Auditor Continuity: Confirm the transition or retention of GBQ Partners LLC as the auditor for the upcoming fiscal year.
- Board Composition: Verify the tenure and independence status of the seven newly elected directors.