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2025-12-11
2025-12-11
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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): December 11, 2025
WORKSPORT
LTD.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40681 |
|
35-2696895 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2500
N America Dr
West
Seneca, New York 14224
(Address of principal executive offices) (ZIP Code)
(888)
554-8789
Registrant’s
telephone number, including area code
Not
Applicable
(Former name or former address, if changed since last report)
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-12 under the Exchange Act (17 CFR 240.14a-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
Symbols |
|
Name
of each exchange on which registered |
| Common |
|
WKSP |
|
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
December 11, 2025, Worksport Ltd., a Nevada corporation (the “Company”), held its 2025 Annual Meeting of Shareholders (the
“Annual Meeting”).
As
of the close of business on October 16, 2025, the record date for the determination of shareholders entitled to vote at the Annual Meeting,
there were 16,787,559 shares of the Company’s common stock and 100 shares of Series A Preferred Stock issued and outstanding. Holders
of common stock are entitled to one vote per share. The Series A Preferred Stock is entitled to 51% of the total voting power of the
Company regardless of the number of shares outstanding. Steven Rossi, the Company’s Chief Executive Officer, President and Chairman
of the Board of Directors (the “Board”), beneficially owns 100% of the outstanding Series A Preferred Stock.
At
the Annual Meeting, a total of 12,369,649 shares of common stock were represented in person or by proxy, constituting 73.68% of the total
outstanding shares and a quorum under Nevada law and the Company’s bylaws.
The
final voting results for each proposal submitted to a vote of shareholders are set forth below.
| |
1. |
Election
of the five nominees to the Board: |
| Name |
|
Votes
For |
|
Withheld |
|
Broker
Non-Votes |
| Steven
Rossi |
|
9,675,695 |
|
55,322 |
|
2,638,632 |
| Lorenzo
Rossi |
|
9,665,757 |
|
65,260 |
|
2,638,632 |
| Craig
Loverock |
|
9,646,154 |
|
84,863 |
|
2,638,632 |
| William
Caragol |
|
9,647,425 |
|
83,592 |
|
2,638,632 |
| Ned
L. Siegel |
|
9,642,395 |
|
88,622 |
|
2,638,632 |
Shareholders
elected each of the following five nominees to serve as directors until the Company’s 2026 annual meeting of shareholders or until
their successors are duly elected and qualified.
| |
2. |
Ratification
of the selection of Lumsden & McCormick, LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2025: |
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 12,278,132 |
|
70,426 |
|
21,091 |
Shareholders
approved the ratification of Lumsden & McCormick, LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2025.
| |
3. |
Approval and ratification
of certain non-plan stock option grants previously approved by the Board pursuant to Nasdaq Listing Rule 5635(c): |
| Votes
For |
|
Votes
Against |
|
Withheld |
|
Broker
Non-Votes |
| 9,430,486 |
|
268,847 |
|
31,684 |
|
2,638,632 |
Shareholders
approved and ratified certain non-plan stock option grants previously approved by the Board pursuant to Nasdaq Listing Rule 5635(c).
| |
4. |
Approval
of amendments to the Worksport Ltd. 2022 Equity Incentive Plan to change the evergreen formula from an annual increase to a quarterly
increase and increase the evergreen percentage from 15% to 18%: |
| Votes
For |
|
Votes
Against |
|
Withheld |
|
Broker
Non-Votes |
| 9,158,974 |
|
525,156 |
|
46,887 |
|
2,638,632 |
Shareholders
approved amendments to the Company’s 2022 Equity Incentive Plan to (i) change the evergreen formula from an annual increase to
a quarterly increase, and (ii) increase the evergreen percentage from 15% to 18% of outstanding common stock, determined as of the last
day of each calendar quarter.
| |
5. |
Approval
of the adjournment of the Annual Meeting to permit further solicitation of proxies, if necessary or appropriate: |
| Votes
For |
|
Votes
Against |
|
Withheld |
| 11,893,967 |
|
263,718 |
|
211,964 |
Shareholders
approved the adjournment of the Annual Meeting to permit further solicitation of proxies, if necessary or appropriate.
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.
| |
|
WORKSPORT
LTD. |
| |
|
|
| Date: |
December
12, 2025 |
By: |
/s/
Steven Rossi |
| |
|
Name: |
Steven
Rossi |
| |
|
Title: |
Chief
Executive Officer
(Principal Executive Officer) |
