Castellum, Inc. 8-K Filing Summary
Business Context and Reporting Period
This Form 8-K reports on the results of Castellum, Inc.'s 2025 Annual Meeting of Stockholders held on May 28, 2025. The filing details the voting outcomes for four proposals submitted to security holders.
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 stockholder voting results.
Material Changes and Voting Results
Stockholders approved all four proposals presented at the annual meeting:
- Proposal 1 (Election of Directors): Six directors were elected. Notable voting splits included John F. Campbell, Bernard S. Champoux, and Glen R. Ives, who each received over 7 million "Withheld" votes compared to over 24 million "For" votes. Mark S. Alarie, C. Thomas McMillen, and Jay O. Wright received significantly fewer withheld votes.
- Proposal 2 (Ratification of Auditors): Stockholders approved the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2025.
- Proposal 3 (Stock Incentive Plan Amendment): Stockholders approved an amendment to the 2021 Stock Incentive Plan, increasing the aggregate number of shares reserved for issuance to 9,000,000.
- Proposal 4 (Employee Stock Purchase Plan): Stockholders approved the adoption of the 2025 Employee Stock Purchase Plan.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for management guidance, future outlook, specific risks, contingencies, or unusual items. The document serves as a disclosure of the completed annual meeting vote.
Investor Verification Checklist
- Verify the specific reasons for the high number of "Withheld" votes for directors Campbell, Champoux, and Ives by reviewing the 2025 Proxy Statement.
- Confirm the effective date and specific terms of the 2025 Employee Stock Purchase Plan.
- Review the 2025 Proxy Statement for details on the rationale behind increasing the stock incentive plan share reserve to 9,000,000.
- Check subsequent filings for the official appointment letter or engagement terms with RSM US LLP.