Zapata Quantum, Inc 8-K, filed Oct 13, 2026
Zapata Quantum, Inc. (ZPTA)
About this 8-K
Zapata Quantum, Inc filed this 8-K on October 13, 2026, reporting on events of October 9, 2026.
At the October 9, 2026 meeting, Zapata Quantum, Inc. stockholders elected three directors, approved a reverse stock split within a range of one-for-two through one-for 50, ratified Weinberg & Company, and chose a frequency of three years for executive-compensation votes. AI summary
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 9, 2026, Zapata Quantum, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders voted (i) to elect three directors to hold office for one-, two, or three-year terms, and in each case until their respective successors are elected and qualified (Proposal 1); (ii) approve one or more amendments to the Company’s Certificate of Incorporation, in each case to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio to be determined in the discretion of the Company’s Board of Directors (the “Board”) within a range of one-for-two through one-for 50 for purposes of achieving the requisite minimum price per share necessary to comply with the listing requirements of a national securities exchange operated by The Nasdaq Stock Market, LLC or the New York Stock Exchange (Proposal 2); (iii) to ratify the selection of Weinberg & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (Proposal 3); (iv) to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (Proposal 4); (v) recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers, with the Board’s recommendation of a frequency of three years (Proposal 5); and (vi) to approve an adjournment of the 2026 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the 2026 Annual Meeting to approve any of the proposals presented for a vote at the 2026 Annual Meeting (Proposal 6), all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 14, 2026.
Of the 234,170,076 votes constituting the outstanding voting power of the Company, 148,463,029 votes were represented at the 2026 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of stockholders at the 2026 Annual Meeting.
Proposal 1. The Company’s stockholders voted to elect three directors to hold office for one-, two, or three-year terms, and in each case until their respective successors are elected and qualified:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Sumit Kapur | 139,792,581 | 71,624 | 8,598,824 | |||
| William E. Klitgaard | 139,788,168 | 76,037 | 8,598,824 | |||
| Clark Golestani | 139,716,306 | 147,899 | 8,598,824 |
Proposal 2. The Company’s stockholders voted to approve one or more amendments to the Company’s Certificate of Incorporation, in each case to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio to be determined in the Board’s discretion within a range of one-for-two through one-for 50 for purposes of achieving the requisite minimum price per share necessary to comply with the listing requirements of a national securities exchange operated by The Nasdaq Stock Market, LLC or the New York Stock Exchange. There were no broker non-votes on this proposal.
| Votes For | Votes Against | Abstentions | ||
| 144,666,524 | 3,029,085 | 767,420 |
Proposal 3. The Company’s stockholders voted to ratify the selection of Weinberg & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were no broker non-votes on this proposal.
| Votes For | Votes Against | Abstentions | ||
| 147,458,955 | 64,145 | 939,929 |
Proposal 4. The Company’s stockholders voted to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 138,593,117 | 310,521 | 960,567 | 8,598,824 |
Proposal 5. The Company’s stockholders voted to recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers, with the Board’s recommendation of a frequency of three years. There were no broker non-votes on this proposal.
| One Year | Two Years | Three Years | Abstentions | |||
| 9,040,354 | 9,928,823 | 120,138,727 | 756,301 |
Proposal 6. The Company’s stockholders voted to approve the adjournment of the 2026 Annual Meeting, if necessary, to permit further solicitation and vote of proxies, with 145,999,526 votes for, 1,597,218 votes against and 866,285 abstentions. There were no broker non-votes on this proposal. Because there were sufficient votes at the time of the 2026 Annual Meeting to approve each of Proposals 1 through 5, adjournment of the 2026 Annual Meeting was not necessary.
Following the Company’s receipt of the voting results on Proposal 5, the Company has determined to proceed with a frequency for voting on executive compensation of every three years.
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.
Date: October 13, 2026
| ZAPATA QUANTUM, INC. | ||
| By: | /s/ Sumit Kapur | |
| Sumit Kapur, Chief Executive Officer | ||