Volcon (NASDAQ:EMPD), referred to during its 2026 annual meeting as Empery Digital Inc., convened stockholders online to consider the election of nine directors, approval of its 2025 Equity Incentive Plan and ratification of MaloneBailey LLP as its independent accounting firm.
Ryan Lane, the company’s co-CEO and chair of the board, said the meeting was conducted via live webcast and that stockholders could submit questions through the online portal. Greg Endo, chief financial officer, served as secretary of the meeting, while Michael Barbera of First Coast Results served as inspector of elections.
Barbera reported that holders of at least 9,386,704 common shares were present in person or by proxy, out of 28,160,111 shares outstanding and eligible to vote as of the September 2, 2026, record date. That representation exceeded 33% of outstanding shares, establishing a quorum under the company’s bylaws.
Board Election Includes ATG Capital Nominees
The director election featured nine nominees supported by the board and four nominees put forward by ATG Capital Management LP. Endo said ATG Capital had properly notified the company of its intention to nominate four candidates, while no other stockholder nominations or business proposals were properly submitted.
Under procedures agreed upon by the company and ATG Capital, the board’s nine nominees and ATG Capital’s four nominees were placed in nomination. Stockholders could vote for up to nine candidates, with the nine individuals receiving the highest number of votes to be elected.
The board recommended stockholders elect its nominees:
- Ryan Lane
- John Kim
- Jonathan Foster
- Örn Ólason
- Adrian Solgaard
- Ian Read
- Matthew Homer
- Rohan Chauhan
- E. Taylor Robertson
The company recommended that stockholders withhold votes from ATG Capital’s nominees: James C. Elbaor, Gabriel D. Gliksberg, Meredith S. Kirshenbaum and Aaron T. Morris. Directors elected at the meeting are set to serve until the 2027 annual meeting or until their earlier resignation or replacement.
Equity Plan and Auditor Ratification Also Submitted
In addition to the director election, stockholders considered the Empery Digital 2025 Equity Incentive Plan, described as the 2025 Stock Plan Proposal. The board recommended that stockholders approve the proposal.
Stockholders also voted on whether to ratify the appointment of MaloneBailey LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposed appointment also covered the review of quarterly financial statements for the quarters ending March 31, June 30 and September 30, 2027. A MaloneBailey representative participated in the meeting online.
After the voting period closed, Endo said the inspector of elections would complete the vote tabulation. The company said final voting results would be disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
No stockholder questions were submitted through the web portal, Endo said. Lane then adjourned the meeting after stating that no further business was scheduled or properly before stockholders.
About Volcon (NASDAQ:EMPD)
Volcon, Inc was an electric powersports company that developed and marketed all-electric off-road vehicles. Its product portfolio included electric motorcycles, utility terrain vehicles and electric bicycles designed for recreational riding, outdoor use and utility applications.
The company’s products included the Grunt and Runt electric motorcycles, the Stag utility terrain vehicle and the Brat electric bicycle. Volcon primarily served the North American market through dealers and distributors, while also pursuing international sales and distribution opportunities.
Volcon was founded in 2020 and was headquartered in Round Rock, Texas.
