UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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:
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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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Birchtech Corp. (the “Company”), held on July 23, 2026, the stockholders of the Company approved an amendment to the Company’s certificate of incorporation (the “Certificate of Incorporation”) to decrease the number of authorized shares of the Company’s common stock from 150,000,000 shares to 50,000,000 shares, as described in the Company’s proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on June 24, 2026 (the “Charter Amendment”). The Charter Amendment was previously approved by the Company’s Board of Directors on June 4, 2026. No change to the authorized number of shares of preferred stock was proposed.
On July 27, 2026, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Charter Amendment.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As referenced in Item 5.03 of this Current Report on Form 8-K, the 2026 Annual Meeting was held on July 23, 2026. The final results for each of the matters submitted to a vote of stockholders at the 2026 Annual Meeting are as follows:
Proposal 1: The four nominees for election to the Board of Directors were elected to serve as directors of the Company until their successors are elected and qualified or the earlier of their resignation or removal, by the votes set forth in the table below:
Name |
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| Withheld |
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| Broker Non-Votes |
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Richard MacPherson |
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| 10,249,226 |
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| 827,493 |
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| 7,415,816 |
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David M. Kaye |
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| 9,122,382 |
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| 1,954,337 |
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| 7,415,816 |
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Troy Grant |
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| 9,114,871 |
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| 1,961,848 |
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| 7,415,816 |
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Mitzi H. Coogler |
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| 9,738,927 |
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| 1,337,792 |
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| 7,415,816 |
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Proposal 2: The Company’s stockholders approved the ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the votes set forth in the table below:
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| 18,265,582 |
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| 133,347 |
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| 93,606 |
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| - |
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Proposal 3: The Company’s stockholders approved, on an advisory non-binding basis, the compensation paid of the named executive officers, by the votes set forth in the table below:
For |
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| 10,386,147 |
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| 507,413 |
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| 183,159 |
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| 7,415,816 |
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Proposal 4: The Company’s stockholders approved a proposal to amend the Company’s certificate of incorporation to decrease the number of authorized shares of the Company’s common stock from 150,000,000 shares to 50,000,000 shares, by the votes set forth in the table below:
For |
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| Abstained |
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| 18,233,588 |
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| 204,687 |
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| 54,260 |
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| - |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Certificate of Amendment filed with the Secretary of State of the State of Delaware on July 27, 2026 | |
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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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Birchtech Corp. |
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Date: July 28, 2026 | By: | /s/ Richard MacPherson |
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| Richard MacPherson President and Chief Executive Officer |
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