T3 Defense Inc. filed a preliminary proxy statement (PRE 14A) on October 29, 2026, notifying stockholders of a Special Meeting to be held virtually on November 30, 2026, at 4:00 p.m. Eastern Time, to vote on equity and corporate structure proposals.

Key Highlights

  • Special Meeting date: November 30, 2026, at 4:00 p.m. Eastern Time, conducted exclusively by webcast.
  • New equity plan: Stockholders will vote on adopting the Second 2026 Equity Incentive Plan, authorizing 1,275,000 shares of common stock for issuance thereunder.
  • Reverse stock split authority: The Board seeks discretionary authority to effectuate one or more reverse stock splits at a ratio ranging from one-for-two to one-for-two hundred fifty, within two years of the Meeting.
  • CEO share issuance: Stockholders will vote on approving quarterly issuances of common stock to the Chief Executive Officer, Menachem Shalom, for Nasdaq Listing Rule 5635(c) compliance.
  • Record date: November 4, 2026, is the record date for stockholders entitled to vote.
  • Board recommendation: The Board recommends a vote "FOR" all four proposals, including adjournment authority.

T3 Defense Special Meeting: Equity Plan, Reverse Split, and CEO Award Proposals

T3 Defense Inc. (NASDAQ:DFNS), headquartered at 575 Fifth Avenue, 14th floor, New York, New York 10017, filed a preliminary proxy statement with the SEC seeking stockholder approval on four proposals at a Special Meeting scheduled for November 30, 2026. According to the filing, proxy materials are expected to be furnished to stockholders on or about November 20, 2026, with the record date set at the close of business on November 4, 2026.

The first proposal asks stockholders to approve and adopt the Second 2026 Equity Incentive Plan and authorize 1,275,000 shares of common stock for issuance under that plan. The second proposal would grant the Board of Directors discretionary authority to amend the company's amended and restated certificate of incorporation to carry out one or more reverse stock splits at a ratio anywhere from one-for-two to one-for-two hundred fifty, with the specific ratio to be determined by the Board, at any point within two years of the Meeting, according to the filing.

Proposal Three, as described in the proxy statement, seeks stockholder approval for the issuance of shares of common stock to Chief Executive Officer Menachem Shalom on a quarterly basis, including a provision covering situations in which he is no longer employed as CEO or otherwise not affiliated with the company, for purposes of complying with Nasdaq Listing Rule 5635(c). A fourth proposal covers potential adjournment of the Meeting if additional proxy solicitation is needed. The filing states that the company will bear all costs associated with mailing the proxy statement and soliciting proxies, and that no additional compensation will be paid to directors, officers, or employees who assist in solicitation.

What Was Disclosed

T3 Defense Inc. filed a preliminary proxy statement for a November 30, 2026 Special Meeting, presenting four proposals: adoption of a new equity incentive plan with 1,275,000 authorized shares, discretionary reverse stock split authority, CEO quarterly share issuances, and a potential adjournment provision.