UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further described in Item 5.07 below, on December 10, 2025 at the 2025 Annual Meeting of Stockholders (the “2025 ASM”) of AmpliTech Group, Inc. (the “Company”), the Company’s stockholders approved an Amendment to the Amended and Restated AmpliTech Group, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares of the Company’s common stock available for issuance thereunder by an additional 2,800,000 (the “Amendment”). The Amendment was previously adopted by the Company’s board of directors subject to stockholder approval. The Amendment is described in greater detail in the Company’s definitive proxy statement for the 2025 ASM, filed with the Securities and Exchange Commission on October 16, 2025 (the “Proxy Statement”), under the caption “Proposal 4: Approval of an Amendment to the Amended and Restated AmpliTech Group, Inc. 2020 Equity Incentive Plan,” which disclosure is incorporated herein by reference.
The description of the Amended and Restated AmpliTech Group, Inc. 2020 Equity Incentive Plan (the “2020 Plan”), as amended by the Amendment is qualified in its entirety by reference to the full text of 2020 Plan as amended by the Amendment, contained in the Proxy Statement as Appendix A and Appendix B thereto and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 10, 2025, the Company held its 2025 ASM. As of the record date of October 15, 2025, 20,638,095 shares of the Company’s Common Stock were outstanding and entitled to vote. At the 2025 ASM, 11,868,414 shares of Common Stock, representing approximately 57.5% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at the 2025 ASM, each of which received a sufficient number of votes to pass.
| 1. | The individuals listed below were elected to serve as directors of the Company until the next annual meeting of stockholders or until such person resigns, is removed or otherwise leaves office: |
| FOR | WITHHELD | BROKER NON-VOTE | ||||||||||
| Fawad Maqbool | 6,088,225 | 77,818 | 5,702,371 | |||||||||
| Louisa Sanfratello | 6,000,861 | 165,182 | 5,702,371 | |||||||||
| Shailesh “Sonny” Modi | 6,086,894 | 79,149 | 5,702,371 | |||||||||
| Andrew Lee | 5,409,540 | 756,503 | 5,702,371 | |||||||||
| Daniel Mazziota | 5,521,175 | 644,868 | 5,702,371 | |||||||||
| 2. | A proposal to ratify the appointment of Sadler, Gibb & Associates, LLC, as our independent registered public accounting firm for our fiscal year ending December 31, 2025: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 11,788,273 | 60,995 | 19,146 | - |
| 3. | A proposal to approve, on an advisory basis, the compensation of our named executive officers: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 5,823,875 | 194,747 | 147,421 | 5,702,371 |
| 4. | A proposal to approve an Amendment to the Amended and Restated AmpliTech Group, Inc. 2020 Equity Incentive Plan to increase the number of shares of our common stock available for issuance thereunder by an additional 2,800,000 |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,510,384 | 1,708,812 | 946,846 | 5,702,371 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| AMPLITECH GROUP INC. | ||
| Date: December 15, 2025 | By: | /s/ Fawad Maqbool |
| Name: | Fawad Maqbool | |
| Title: | Chief Executive Officer | |