Applied Digital Corp 8-K, filed Nov 6, 2025
Applied Digital Corp. (APLD)
8-K
2025-11-06
For: 2025-11-05
View Original
Added on
April 09, 2026
About this 8-K
Applied Digital Corp filed this 8-K on November 6, 2025, reporting on events of November 5, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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).
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. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Item 5.02. | Compensatory Arrangements of Certain Officers. | ||||
First Amendment to 2024 Omnibus Equity Incentive Plan
On November 5, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s 2024 Omnibus Equity Incentive Plan (the “First Amendment”). The Board had previously approved the First Amendment, subject to stockholder approval, and the First Amendment became effective upon such stockholder approval.
The First Amendment was summarized in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 22, 2025 (the “Proxy Statement”) under the heading “PROPOSAL 4: THE APPROVAL OF THE AMENDMENT TO THE 2024 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 15,000,000 SHARES,” which description is incorporated herein by reference.
The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
1. The election of each of Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg as directors to hold office until the Company’s 2026 Annual Meeting of Stockholders, in each case, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term. The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Wes Cummins | 120,012,182 | 962,572 | 64,334,458 | ||||||||
| Ella Benson | 117,361,685 | 3,613,069 | 64,334,458 | ||||||||
| Chuck Hastings | 117,356,855 | 3,617,899 | 64,334,458 | ||||||||
| Rachel Lee | 117,841,328 | 3,133,426 | 64,334,458 | ||||||||
| Douglas Miller | 120,172,138 | 802,616 | 64,334,458 | ||||||||
| Richard Nottenburg | 110,352,783 | 10,621,971 | 64,334,458 | ||||||||
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2. The votes were cast as follows with respect to the proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2026:
| Votes For | Votes Against | Abstentions | ||||||
| 184,274,121 | 521,506 | 513,585 | ||||||
3. The votes were cast as follows with respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 63,373,101 | 57,050,059 | 551,594 | 64,334,458 | ||||||||
4. The votes were cast as follows with respect to the proposal to approve the First Amendment:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 115,713,356 | 4,841,785 | 419,613 | 64,334,458 | ||||||||
5. The votes were cast as follows with respect to the proposal to approve the Certificate of Amendment:
| Votes For | Votes Against | Abstentions | ||||||
| 175,797,202 | 8,692,330 | 819,680 | ||||||
6. The votes were cast as follows with respect to the proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals:
| Votes For | Votes Against | Abstentions | ||||||
| 134,078,050 | 50,192,159 | 1,039,003 | ||||||
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
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SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: November 6, 2025 | By: | /s/ Saidal Mohmand | |||||||||
| Name: | Saidal Mohmand | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
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Business Entity - Filing Acknowledgement 11/06/2025 Work Order Item Number: W2025110600683-4835190 Filing Number: 20255294148 Filing Type: Amendment After Issuance of Stock Filing Date/Time: 11/6/2025 10:12:00 AM Filing Page(s): 4 Indexed Entity Information: Entity ID: C13283-2001 Entity Name: Applied Digital Corporation Entity Status: Active Expiration Date: None Commercial Registered Agent FILEJET INC. 2831 Saint Rose Pkwy Ste 333, Henderson, NV 89052, USA FRANCISCO V. AGUILAR Secretary of State STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE C. MURPHY HEBERT Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 2250 Las Vegas Blvd North North Las Vegas, NV 89030 401 N. Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119
Filed in the Office of Secretary of State State Of Nevada Business Number C13283-2001 Filing Number 20255294148 Filed On 11/6/2025 10:12:00 AM Number of Pages 3
FIRST AMENDMENT TO 2024 OMNIBUS EQUITY INCENTIVE PLAN
This First Amendment (the “Amendment”) to the 2024 Omnibus Equity Incentive Plan (the “Plan”) of Applied Digital Corporation (the “Company”), is made as September 8, 2025. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Plan.
W I T N E S S E T H:
WHEREAS, Section 17.2 of the Plan reserves to the Board of Directors of the Company (the “Board”) the right to amend the Plan from time to time;
WHEREAS, the Board desires to increase the number of shares of Common Stock reserved for issuance under the Plan from 10,000,000 to 25,000,000, subject to approval by the Company’s stockholders.
NOW, THEREFORE, be it effective as of the date of approval by the Company’s stockholders, the Plan is hereby amended as follows:
1. Amendment to Section 4.1(a). Section 4.1(a) of the Plan is hereby amended and restated in its entirety, to read as follows:
4.1 Plan Share Limitation
(a) Subject to adjustment pursuant to Section 4.3 and any other applicable provisions hereof, the maximum aggregate number of shares of Common Stock which may be issued under all Awards granted to Participants under the Plan shall be 25,000,000 shares. In no event will the aggregate number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options exceed 25,000,000.
2. This Amendment shall be subject to approval by the stockholders of the Company within 12 months after the date this Amendment is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under applicable laws.
3. Except as set forth herein, the Plan shall remain in full force and effect without modification.
BOARD APPROVAL: September 4, 2025
STOCKHOLDER APPROVAL: November 5, 2025