ACORN ENERGY, INC.

Regulatory Filings • Sep 18, 2025

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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) September 17, 2025

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-33886	22-2786081
(State
or Other Jurisdiction	(Commission	(IRS
Employer
of
Incorporation)	file
Number)	Identification
No.)

| 1000
N West St. , Suite 1200 , Wilmington , Delaware | 19801 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

Registrant’s telephone number, including area code (770) 209-0012

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:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2) |
| ☐ | 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, $0.01 par value per share | ACFN | 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. ☐

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

The Annual Meeting of Stockholders of Acorn Energy, Inc. was held September 17, 2025. Set forth below are the voting results with respect to each of the proposals presented at the Annual Meeting:

Proposal 1 – The stockholders elected, by a plurality of the votes cast, Jan H. Loeb, Gary Mohr, Michael F. Osterer, Peter Rabover and Samuel M. Zentman to the Board of Directors to serve until the Annual Meeting of Stockholders in 2026 and until their successors are duly elected and qualified.

| Name
of Nominee | Total
Votes For | Total
Votes Withheld | Broker
Non-Votes |
| --- | --- | --- | --- |
| Jan
H. Loeb | 920,483 | 4,285 | 935,560 |
| Gary
Mohr | 918,685 | 6,083 | 935,560 |
| Michael
F. Osterer | 915,819 | 8,949 | 935,560 |
| Peter
Rabover | 921,153 | 3,615 | 935,560 |
| Samuel
M. Zentman | 916,106 | 8,662 | 935,560 |

Proposal 2 – The stockholders ratified by the affirmative vote of a majority of the votes cast on the proposal, the appointment by the Audit Committee of CBIZ CPAs P.C. as the independent registered public accounting firm for the year ending December 31, 2025.

| Total
Votes For | Total
Votes Against | Total
Abstained | Broker
Non-Votes |
| --- | --- | --- | --- |
| 1,860,254 | 69 | 5 | 0 |

Proposal 3 – The stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers.

| Total
Votes For | Total
Votes Against | Total
Abstained | Broker
Non-Votes |
| --- | --- | --- | --- |
| 918,908 | 5,108 | 752 | 935,560 |

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

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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 on this 18th day of September, 2025.

| ACORN
ENERGY, INC. | |
| --- | --- |
| By: | /s/
Tracy S. Clifford |
| Name: | Tracy
S. Clifford |
| Title: | Chief
Financial Officer |

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