Ondas Holdings Appoints New Directors and CTO, Renews CEO Contract

TL;DR

Ondas Holdings shakes up board, names new CTO, and locks in CEO Riley with new contract.

AI Summary

Ondas Holdings Inc. announced on November 18, 2024, a series of board and executive changes. The company elected two new directors, David L. Gorder and Michael J. McVay, and appointed Michael J. McVay as Chief Technology Officer. Additionally, the company entered into a new employment agreement with its CEO, Eric L. Riley, effective November 18, 2024, detailing his compensation.

Why It Matters

These changes in leadership and executive compensation could signal a strategic shift or a renewed focus on technology and operational efficiency for Ondas Holdings.

Risk Assessment

Risk Level: medium — Changes in board composition and executive appointments, especially with a new CTO and renewed CEO contract, can introduce uncertainty regarding future strategy and execution.

Key Players & Entities

• Ondas Holdings Inc. (company) — Registrant
• David L. Gorder (person) — Newly Elected Director
• Michael J. McVay (person) — Newly Elected Director and Chief Technology Officer
• Eric L. Riley (person) — Chief Executive Officer
• November 18, 2024 (date) — Effective date of changes and new agreements

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock par value $0.0001 ONDS The Nasdaq Stock Market LLC,

Filing Documents

• ea0221630-8k_ondashold.htm (8-K) — 38KB
• ea0221630-8kex10i_ondas.htm (EX-10.1) — 6KB
• 0001213900-24-099716.txt ( ) — 216KB
• onds-20241118.xsd (EX-101.SCH) — 3KB
• onds-20241118_lab.xml (EX-101.LAB) — 33KB
• onds-20241118_pre.xml (EX-101.PRE) — 22KB
• ea0221630-8k_ondashold_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2024 Annual Meeting of Stockholders of Ondas Holdings Inc. (the "Company") held on November 18, 2024 (the "Annual Meeting"), stockholders of the Company approved an amendment to the Ondas Holdings Inc. 2021 Stock Incentive Plan (the "2021 Plan") to increase the number of shares of the Company's common stock, par value of $0.0001 per share ("Common Stock"), authorized for issuance under the 2021 Plan from 8,000,000 shares of Common Stock to 11,000,000 shares of Common Stock (the "Plan Amendment"). The Board of Directors of the Company adopted the Plan Amendment on October 17, 2024, subject to stockholder approval. A description of the material terms and conditions of the Plan Amendment is set forth on page 23 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 18, 2024 (the "Proxy Statement"), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The following matters were voted upon at the Annual Meeting. Each stockholder of Common Stock was entitled to one vote on each matter properly presented at the Annual Meeting for each share of Common Stock owned by that stockholder on the record date. Proposal 1 – a proposal to elect five directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified. Nominee Votes For Votes Withheld Broker Non-Vote Eric A. Brock 33,684,168 159,063 19,950,312 Richard M. Cohen 32,220,071 1,623,160 19,950,312 Joseph Popolo 33,749,686 93,545 19,950,312 Randall P. Seidl 32,221,478 1,621,753 19,950,312 Jaspreet Sood 28,655,260 5,187,971 19,950,312 Proposal 2 – a proposal to ratify the selection of Rosenberg Rich Baker Berman, P.A. as the Company's independent certified public accountants for the fiscal year ending December 31, 2024. Votes For Votes Against Abstain Broker Non-Vote 53,302,812 129,454 361,277 N/A Proposal 3 – a proposal to obtain advisory approval of the Company's executive compensation. Votes For Votes Against Abstain Broker Non-Vote 33,064,331 639,936 145,656 19,943,620 Proposal 4 – a proposal to approve an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan. Votes For Votes Against Abstain Broker Non-Vote 32,414,398 1,368,251 67,274 19,943,620

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1+ Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Management Compensatory Plan 1

SIGNATURES

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. Date: November 18, 2024 ONDAS HOLDINGS INC. By: /s/ Eric A. Brock Eric A. Brock Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR