ONDS Ondas Holdings Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2026 Annual Meeting
of Stockholders of Ondas Inc. (the “Company”) held on May 28, 2026 (the “Annual Meeting”), stockholders of the
Company approved an amendment to the Ondas Inc. 2021 Stock Incentive Plan, as amended (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 61,000,000 shares of Common Stock to 81,000,000 shares of Common Stock (the “Plan Increase Amendment”).
The Board of Directors of the Company adopted the Plan Increase Amendment on April 9, 2026, subject to stockholder approval.

A description of the material
terms and conditions of the Plan Increase Amendment is set forth on page 25 of the Company’s definitive proxy statement, as amended,
initially filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”), and is incorporated
herein by reference. The description of the Plan Increase 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 Increase Amendment, attached to this report as Exhibit 10.1, and
incorporated herein by reference.

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 four 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

118,915,661

8,044,965

138,434,298

Richard M. Cohen

100,274,466

26,686,157

138,434,301

Randall P. Seidl

121,055,991

5,904,632

138,434,301

Jaspreet Sood

121,028,463

5,932,163

138,434,298

Proposal 2 - a
proposal to ratify the selection of BDO USA, P.C. as the Company’s independent certified public accountants for the fiscal year
ending December 31, 2026.

Votes For

Votes Against

Abstain

Broker Non-Vote

248,561,166

11,747,523

5,086,235

N/A

Proposal 3 - a
proposal to obtain advisory approval of the Company’s executive compensation.

Votes For

Votes Against

Abstain

Broker Non-Vote

116,682,221

5,844,596

4,433,805

138,434,302

1

Proposal 4 - a
proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the number
of authorized shares of common stock from 800,000,000 to 1,200,000,000 (the “Certificate of Amendment”).

Votes For

Votes Against

Abstain

Broker Non-Vote

230,413,092

29,588,532

5,393,293

N/A

The description of the
Certificate of 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 Certificate of Amendment, attached to this report as Exhibit 3.1, and incorporated herein by reference.

Proposal 5 - 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

96,404,128

26,219,240

4,337,252

138,434,304

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment, filed on May 28, 2026.

10.1+

Amendment to the Ondas Inc. 2021 Incentive Stock Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

+

Management Compensatory Plan

2