8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Dateof Report (Date of earliest event reported) September 12, 2023

ACORN

ENERGY, INC.

(Exactname of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code (410) 654-3315

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Acorn Energy, Inc. was held September 12, 2023. Set forth below are the voting results with respect to each of the proposals presented at the Annual Meeting:

Proposal1 – The stockholders elected, by a plurality of the votes cast, Jan H. Loeb, Gary Mohr, Michael F. Osterer, Peter Rabover and Samuel M. Zentman to the Board of Directors to serve until the Annual Meeting of Stockholders in 2024 and until their successors are duly elected and qualified.

Proposal2 and Proposal 3 – The Board of Directors authorized and completed a 1-for-16 reverse stock split, which was effective with the opening of the OTCQB market on September 8, 2023, pursuant to the authority given to them by the stockholders at last year’s annual meeting. In light of that, Proposal 2 and the related Proposal 3 were withdrawn and were not voted on.

Proposal4 – The stockholders ratified by the affirmative vote of a majority of the votes cast on the proposal, the appointment by the Audit Committee of Marcum LLP as the independent registered public accounting firm for the year ending December 31, 2023.

Proposal5 – The stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers.

Proposal6 – The stockholders approved, in a non-binding advisory vote, a frequency of every year for the non-binding advisory vote on the compensation of the Company’s named executive officers.

In light of such result on Proposal 6, the Company will continue to include an advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every year.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 13th day of September, 2023.