ClearSign Technologies Corp

8-K · tm2617145d1_8k.htm iXBRL

0001434524

 2026-06-08
 2026-06-08

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 UNITED STATES  

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the

 Securities Exchange Act of 1934

  

 Date of report (Date of earliest event reported):
 June 8, 2026

  

 CLEARSIGN TECHNOLOGIES CORPORATION

 (Exact name of registrant as specified in charter)

  

 Delaware
  
 001-35521
  
 26-2056298

 (State or other jurisdiction of

incorporation)

  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

  

 8023 E. 63rd Place, Suite 101

 Tulsa ,
 Oklahoma 74133

 (Address of principal executive offices
and zip code)

  

 ( 918 ) 500-7312

 (Registrant's telephone number, including area code)

  

 Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

  

 ¨  
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ¨  
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

  

 ¨  
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ¨  
 Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class
  
 Trading Symbol(s)
  
 Name
 of each exchange on which

registered

 Common Stock
  
 CLIR
  
 The Nasdaq Stock Market LLC

  

 Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth
 company ¨

  

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨

  

  

  

  

  

  

 Item 5.07
 Submission of Matters to a Vote of Security Holders.

  

 On
June 8, 2026, ClearSign Technologies Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual
Meeting”). At the beginning of the Annual Meeting, there were 3,666,852 shares of the Company’s common stock, par value $0.0001
per share, present or represented by proxy, which represented 67.79% of the voting power of the Company’s outstanding shares of voting
stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of common stock
were entitled to one vote for each share of common stock held as of the close of business on April 13, 2026. Summarized below are the
final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The five proposals below are each
described in more detail in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April
28, 2026.

  

 Proposal 1 .  Election
of Directors.

  

 Nominee Name
  
 For
  
 Against
  
 Abstentions
 Broker Non-Votes

 Louis J. Basenese
  
 1,808,414
  
 370,481
  
 34,369
 1,453,588

 Colin James Deller
  
 1,995,376
  
 217,011
  
 877
 1,453,588

 Anthony DiGiandomenico
  
 1,775,452
  
 418,786
  
 19,026
 1,453,588

 G. Todd Silva
  
 1,829,493
  
 364,781
  
 18,990
 1,453,588

   

 Each
of the four nominees standing for re-election as a director was elected to serve on the Company’s board of directors until the election
and qualification of his successor or until his earlier death, resignation, or removal.

   

 Proposal 2 . The
approval, on an advisory basis, of the appointment of BPM CPA LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026.

  

 For
  
 Against
  
 Abstentions

 3,263,437
  
 394,510
  
 8,905

  

 There were no broker non-votes
on this proposal.

  

 The
stockholders approved, on an advisory basis, the appointment of BPM CPA LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2026.

  

 Proposal 3 . The
approval of the amended and restated ClearSign Technologies Corporation 2021 Equity Incentive Plan (the “A&R 2021 Plan”).

  

 For
  
 Against
  
 Abstentions
  
 Broker Non-Votes

 1,546,015
  
 659,279
  
 7,970
  
 1,453,588

   

 The
stockholders approved the A&R 2021 Plan.

  

 Proposal 4 . The
approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.

  

 For
  
 Against
  
 Abstentions
  
 Broker Non-Votes

 1,826,151
  
 379,205
  
 7,908
  
 1,453,588

   

  

  

  

 The
stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

  

 Proposal 5 . The
approval of one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient
votes to approve the A&R 2021 Plan or in the absence of a quorum (the “Adjournment Proposal”).

  

 For
  
 Against
  
 Abstentions
  
 Broker Non-Votes

 1,596,167
  
 570,671
  
 46,426
  
 1,453,588

   

 The stockholders approved
the Adjournment Proposal.

  

 Item 9.01
 Financial Statements and Exhibits.

  

 (d) Exhibits.

  

 Exhibit No.
  
 Description

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

  

  

 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.

  

 Dated: June 9, 2026

  

  
 CLEARSIGN TECHNOLOGIES CORPORATION

  
  
  

  
 By:
 /s/ Colin James Deller

  
 Name:
 Colin James Deller

  
 Title:
 Chief Executive Officer