CEPL 8-K
Capstone Energy Plus, Inc. (CEPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On August 20, 2026, Capstone Energy+, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the close of business on July 2, 2026, the record date for the Annual Meeting (the “Record Date”), 32,220,718 shares of the Company’s voting common stock, par value $0.001 per share (“Common Stock”), were issued and outstanding, and each holder of the Company’s Common Stock as of the Record Date was entitled to one vote for each share of Common Stock held by such stockholder on that date. Also as of the record date, 80,000 shares of Company’s Series A Convertible Preferred Stcok (“Series A Preferred Stock”) were issued and outstanding, and each holder of the Company’s Series A Preferred Stock was entitled to vote the largest number of whole shares of Common Stock into which such shares were convertible on the Record date, which as of such date, were convertible into 16,203,835 shares of Common Stock. Holders of the Company’s non-voting common stock, par value $0.001 per share, were not entitled to notice of, or to vote at, the Annual Meeting. At the Annual Meeting, stockholders entitled to a total of 20,293,123 votes, or approximately 42% of the voting power of all outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting, were present or represented by proxy, constituting a quorum. The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:
Proposal 1: The election of the following individuals to the Company’s board of directors as Class III directors to serve until the Company’s 2029 annual meeting of stockholders or until their respective successors have been elected and qualified.
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||
| Vincent J. Canino | 9,694,709 | 870,909 | 9,727,505 | |||||||
| John P. Miller | 9,695,062 | 870,556 | 9,727,505 | |||||||
Mr. Canino and Mr. Miller were each re-elected as Class III directors of the Company to serve until the Company’s 2029 annual meeting of stockholders or until the election and qualification of their successors in office, subject to their earlier death, resignation, retirement, disqualification or removal.
Proposal 2: A non-binding advisory vote on the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||
| 10,127,935 | 230,324 | 207,359 | 9,727,505 | |||||||
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Proposal 3: Ratification of the appointment of CBIZ CPAs PC (“CBIZ”) as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 20,204,527 | 56,153 | 32,443 | - | ||||||||
The stockholders voted to ratify the appointment of CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
SIGNATURE
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.
| CAPSTONE ENERGY+, INC. | ||
| Date: August 21, 2026 | By: | /s/ John P. Miller |
| Name: John P. Miller | ||
| Title: Interim Chief Financial Officer | ||