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): ~~June~~July 1810, 2025

BK Technologies Corporation

(Exact name of registrant as specified in its charter)

Nevada	001-32644	83-4064262
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)

7100 Technology Drive, West Melbourne, FL		32904
(Address of principal executive offices)		(Zip Code)

(321) 984-1414

(Registrant’s telephone number including area code)

N/A

(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 Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.60 per share		BKTI		NYSE American

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 5.02

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

BKPerformance ~~Technologies~~Stock ~~Corporation~~Option ~~2025~~Awards ~~Equity~~to ~~Incentive~~CEO ~~Plan~~and CFO

~~The~~On ~~stockholders~~July of10, BK2025, ~~Technologies Corporation (~~the ~~“Company”) approved the BK Technologies Corporation 2025 Incentive~~ Compensation ~~Plan~~Committee (the “~~2025 Plan~~Committee”) ~~at the 2025 Annual Meeting~~ of ~~Stockholders of~~ the ~~Company (the “Annual Meeting”) held on June 18, 2025. The 2025 Plan was previously approved by the Company’s~~ Board of Directors ~~(the~~of ~~“Board”).~~BK ~~The~~Technologies ~~2025~~Corporation ~~Plan replaces the 2017 Incentive Compensation Plan~~ (the “~~Prior Plan~~Company”). Noapproved ~~new awards will be granted under~~ the ~~Prior Plan after the date of the Annual Meeting. However~~grant, ~~all~~effective ~~awards granted under the Prior Plan that were outstanding~~ on the date of ~~the~~approval, ~~Annual Meeting will remain outstanding in accordance with their terms. The 2025 Plan authorizes the grant~~ of ~~equity~~performance-based ~~and~~stock ~~cash-based~~option ~~compensation~~ awards to(the ~~officers,~~“Performance ~~directors,~~Stock ~~and~~Options”) ~~employees of, and consultants~~ to, the Company’s ~~and~~Chief ~~its~~Executive ~~subsidiaries. Awards under the 2025 Plan may be granted in the form of stock options~~Officer, ~~stock~~John ~~appreciation~~M. ~~rights~~Suzuki, ~~restricted shares, restricted share units, other share-based awards,~~ and ~~cash-based~~to ~~awards. There are 500,000 shares of~~ the Company’s ~~common~~Chief ~~stock~~Financial ~~reserved~~Officer, ~~for~~Scott ~~issuance under the 2025 Plan~~A. NoMalmanger, ~~awards may be granted~~ under the ~~2025~~BK ~~Plan~~Technologies ~~after~~Corporation ~~March~~2025 ~~11,~~Incentive ~~2035.~~Compensation ~~A summary of the 2025~~ Plan ~~is included in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2025~~ (the “~~Proxy~~2025 ~~Statement~~Plan”)~~, which summary is incorporated in its entirety herein by reference~~. The summaries of the 2025 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2025 Plan and forms of award agreements, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.

BKThe ~~Technologies~~Performance ~~Corporation~~Stock ~~Employee~~Options represent front-loaded, performance-based long-term incentive awards which the Committee intends will fully cover any and all long-term incentive award opportunities to be granted to Messrs. Suzuki and Malmanger for the five-year period consisting of the Company’s fiscal years 2025 through 2029. Accordingly, following the grant of the Performance Stock ~~Purchase~~Options, ~~Plan~~the Committee does not intend to grant any further long-term incentive awards to either Mr. Suzuki or Mr. Malmanger at any time prior to the end of the Company’s 2029 fiscal year.

~~The~~After ~~stockholders~~considering ofmarket ~~the~~compensation ~~Company~~data ~~also~~and ~~approved~~recommendations ~~the~~provided BKby ~~Technologies Corporation Employee Stock Purchase Plan (~~the ~~“ESPP”)~~Committee’s atindependent ~~the~~compensation ~~Annual~~consultant, ~~Meeting.~~Compensation ~~The~~Advisory ~~ESPP~~Partners ~~was~~LLC, ~~previously~~regarding ~~approved by~~ the ~~Board.~~appropriate ~~The~~value ~~objective~~ of the ~~ESPP~~long-term isincentive toaward ~~offer~~opportunities ~~eligible~~for ~~employees~~Messrs. ofSuzuki ~~the Company~~ and ~~its~~Malmanger ~~designated~~for ~~subsidiaries~~ the ~~ability~~five tofiscal ~~purchase~~year ~~shares~~period of ~~the~~2025 ~~Company’s~~through ~~common stock at a discount~~2029, ~~subject~~the toCommittee ~~various~~approved ~~limitations under~~ the ~~ESPP.~~grant ~~There are 150,000 shares~~ of ~~the~~Performance ~~Company’s~~Stock ~~common~~Options ~~stock~~to ~~authorized~~Messrs. ~~for~~Suzuki ~~issuance~~and ~~under~~Malmanger ~~the~~on ~~ESPP.~~July A10, ~~summary~~2025 ofwith the ~~ESPP~~cash isvalue ~~included~~set forth in ~~Proposal 5 of~~ the ~~Proxy~~table ~~Statement~~below, which ~~summary~~was isconverted ~~incorporated~~into ina ~~its~~number ~~entirety~~of ~~herein~~Performance byStock ~~reference.~~Options ~~The~~as ~~summaries~~set offorth in the ~~ESPP~~table ~~contained~~below ~~herein~~by ~~and~~dividing in the ~~Proxy~~cash ~~Statement~~value doof ~~not~~the ~~purport~~award toby bethe ~~complete~~grant ~~and~~date ~~are~~fair ~~subject~~value ~~to,~~per ~~and~~share ~~qualified~~of inthe ~~their~~Company’s ~~entirety~~common bystock ~~reference~~subject to, the ~~full~~Performance ~~text~~Stock ofOptions ~~the ESPP, a copy of which is filed~~ as ~~Exhibit~~determined ~~10.7~~for tofinancial ~~this~~accounting ~~Current~~purposes ~~Report~~(using ona ~~Form~~Monte ~~8-K~~Carlo ~~and~~valuation ~~is incorporated herein by reference~~method).

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

Executive	Cash Value of Award	Number of Performance Stock Options
John M. Suzuki	$2,800,000	112,391
Scott A. Malmanger	$1,250,000	50,175

AtThe ~~the~~Performance ~~Annual~~Stock ~~Meeting~~Options ~~held~~have onan ~~June~~exercise ~~18,~~price ~~2025,~~of ~~the Company’s stockholders: (i) elected Joshua S~~$42.81 ~~Horowitz,~~per R.share Joseph Jackson, Charles T. Lanktree, Ellen O. O’Hara, E. Gray Payne, Lloyd R. Sams, and John M. Suzuki to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors are duly elected and qualified; (~~ii) ratified~~ the ~~appointment of Cherry Bekaert LLP as the~~ Company’s ~~independent~~closing ~~registered~~stock ~~public~~price ~~accounting firm for the fiscal year ending December 31, 2025; (iii) approved,~~ on ~~an advisory, non-binding basis,~~ the ~~compensation~~date of ~~the Company’s named executive officers; (iv~~grant), ~~approved the 2025 Plan;~~ and ~~(v)~~a ~~approved~~10-year ~~the ESPP~~term.

In order to incentivize Messrs. Suzuki and Malmanger to help drive significant future long-term value creation for the Company and its shareholders, up to 100% of the options generally will vest and become exercisable (if at all) on July 10, 2030 (the fifth anniversary of the grant date), but only to the extent that the Company achieves one or more specified share price targets during that five-year performance period and the executive remains in the continuous employment or other service of the Company through the fifth anniversary of the grant date. Achieving a stock price target generally requires the Company to maintain an average volume weighted average stock price for a period of 20 consecutive trading that is at least equal to the applicable share price target. The ~~voting~~share ~~results~~price targets applicable to the Performance Stock Options and the percentage of option shares earned for achieving each ~~proposal~~of ~~were~~those asshare ~~follows:~~price targets is set forth in the table below. To the extent that a share price target is not achieved during the five-year performance period, the portion of the stock option award attributable to that share price target will be automatically forfeited.

Proposal 1 – Election of Directors

Share Price Target	Percentage of Performance Stock Option Award Earned
$70.00 per share	10%
$100.00 per share	15%
$130.00 per share	20%
$160.00 per share	25%
$190.00 per share	30%

Nominee	For	Withheld	Broker Non-Votes
Joshua S. Horowitz	1,921,528	63,326	609,199
R. Joseph Jackson	1,982,429	2,425	609,199
Charles T. Lanktree	1,982,674	2,180	609,199
Ellen O. O’Hara	1,982,478	2,376	609,199
E. Gray Payne	1,953,617	31,237	609,199
Lloyd R. Sams	1,953,519	31,335	609,199
John M. Suzuki	1,962,839	22,015	609,199

Pursuant to the Performance Stock Option Agreements between the Company and each of Mr. Suzuki and Mr. Malmanger (the “CEO Performance Stock Option Agreement” and the “CFO Performance Stock Option Agreement”, respectively), any Performance Stock Options that were previously earned based on the achievement of one or more share price targets will become immediately vested and exercisable in the event that the executive’s employment or other service with the Company is terminated due to death, disability or “retirement” (defined as the executive’s voluntary termination that occurs at least three years after the grant date and after the executive has attained age 72). Further, if a “change in control” of the Company (as defined in the 2025 Plan) occurs during the five-year performance period and during the executive’s continuous employment or other service to the Company, the Performance Stock Options will vest and become exercisable on a “double-trigger” basis, but only to the extent that the share price targets were achieved on or prior to the change in control, and for that purpose, the level of achievement of share price targets upon the change in control will be based on the higher of the Company’s closing stock price on the last trading prior to the change in control or the value of the per-share consideration payable or distributable to the Company and its shareholders in the change in control transaction. The treatment of the Performance Stock Options in the event of a change in control will be governed by the terms and conditions of the applicable stock option agreement; accordingly, as described below, the Company’s employment agreements with Messrs. Suzuki and Malmanger were amended in connection with the grant of the Performance Stock Options to ensure that the stock option agreements will control with respect to the Performance Stock Options, notwithstanding any provisions of the executive’s employment agreement to the contrary.

~~Proposal~~The 2summary –of ~~Ratification~~the Performance Stock Options contained herein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of ~~Appointment~~the CEO Performance Stock Option Agreement and the CFO Performance Stock Option Agreement, copies of ~~Independent~~which ~~Registered~~are ~~Public~~filed ~~Accounting~~as ~~Firm~~Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

For		Against		Abstain
2,589,860		1,432		2,761

Amendments to CEO and CFO Employment Agreements

~~Proposal~~The 3employment –agreement ~~Advisory~~between ~~Approval~~the Company and Mr. Suzuki dated effective July 19, 2021, as amended by that certain First Amendment dated as of ~~Named~~June ~~Executive~~23, ~~Officer~~2022 ~~Compensation~~(the “CEO Employment Agreement”), and the employment agreement between the Company and Mr. Malmanger dated as of November 7, 2022 (the “CFO Employment Agreement”) each provides certain terms (including acceleration of vesting) that are generally applicable to the executive’s outstanding equity awards in the event of a change in control of the Company, notwithstanding any contrary provisions of the applicable equity plan or award agreement. As described above, the stock option agreements for the Performance Stock Options granted to Messrs. Suzuki and Malmanger include specific terms applicable in the event of a change in control of the Company (including double-trigger vesting for any Performance Stock Options earned based on the achievement of applicable share price targets). Accordingly, on July 10, 2025 and in connection with the grant of the Performance Stock Options, the Committee approved a Second Amendment to the CEO Employment Agreement and a First Amendment to the CFO Employment Agreement, in order to ensure the treatment of the Performance Stock Options in the event of a change in control will be governed by the terms and conditions of the applicable stock option agreement, notwithstanding any provisions of the executive’s employment agreement to the contrary.

For		Against		Abstain		Broker Non-Votes
1,949,731		32,490		2,633		609,199

The summary of the amendments to the employment agreements with Messrs. Suzuki and Malmanger does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Second Amendment to CEO Employment Agreement and the First Amendment to CFO Employment Agreement, copies of which are filed as Exhibit 10.3 and Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Proposal 4 – Approval of the 2025 Plan

For		Against		Abstain		Broker Non-Votes
1,935,167		39,597		10,090		609,199

Proposal 5 – Approval of the ESPP

For		Against		Abstain		Broker Non-Votes
1,976,879		4,814		3,161		609,199

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		BKCEO ~~Technologies~~Performance ~~Corporation~~Stock ~~2025~~Option ~~Incentive Compensation Plan~~Agreement.
10.2*		~~Form~~CFO ofPerformance Stock Option Agreement ~~(2025 Plan)~~.
10.3*		~~Form~~Second ofAmendment ~~Restricted~~to ~~Share~~CEO ~~Agreement~~Employment ~~(2025 Plan)~~Agreement.
10.4*		~~Form~~First ofAmendment ~~Restricted~~to ~~Share~~CFO ~~Unit~~Employment Agreement ~~(2025 Plan)~~.
10.5*		Form of Non-Employee Director Restricted Share Unit Agreement (2025 Plan).
10.6*		Form of Non-Employee Director Stock Option Agreement (2025 Plan).
10.7*		BK Technologies Corporation Employee Stock Purchase Plan.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

* Management contract or compensatory plan or arrangement.

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.

	BK TECHNOLOGIES CORPORATION
Date: June 18, 2025	By:	/s/ Scott A. Malmanger
Date: July 14, 2025	By:	/s/ Scott A. Malmanger
		Scott A. Malmanger
		Chief Financial Officer

Filing Compare · BK Technologies Corp