Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Equity Plan

As disclosed under Item 5.07 of this Current Report on Form 8-K, on December 18, 2025, the stockholders of Newton Golf Company, Inc. (the "Company") approved (the "Plan Approval") the Newton Golf Company, Inc. Amended and Restated 2022 Equity Incentive Plan (the "Plan"), which incorporated certain amendments to the Plan, including (i) an increase in the number of shares of the Company's common stock available for issuance thereunder by an additional 1,400,000 shares, (ii) an annual share increase equal to the lesser of 5% of the Company's fully diluted outstanding shares of common stock as of the immediately preceding December 31, or such lesser number determined by the Company's board of directors, with the first such increase to be effective January 1, 2026; and (iii) an extension of the Plan's expiration date to December 18, 2035.

The Plan is described in greater detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2025 (the "Proxy Statement"). The description of the Plan contained in the Proxy Statement and the foregoing description of the Plan are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Equity Grants

In connection with the Plan Approval, the Company granted 200,000 restricted stock units ("RSUs") to its Executive Chairman and Chief Executive Officer, 175,000 RSUs to its Chief Financial Officer, and 225,000 RSUs to its Chief Technology Officer (the "Grants"). The Grants utilize the form of RSU award agreement (the "Award Agreement") attached hereto as Exhibit 10.2. Subject to continuing employment, the Grants will vest ratably over three years. All units subject to the Grants will vest in full upon a change in control of the Company. If an executive dies or becomes disabled, the Award Agreement provides that a pro-rata portion of the Grants will vest based on the number of days of service during the vesting period. These grants were previously approved by the Compensation Committee of the Board of Directors of the Company, contingent upon obtaining the Plan Approval, and became effective on December 18, 2025.

The foregoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

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

On December 18, 2025, the Company held its 2025 annual meeting of stockholders. The following matters (the "Proposals") were voted upon by the stockholders with the final voting results as shown:

Proposal 1. To elect four directors to serve as directors of the Company until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.