APPLIED ENERGETICS, INC.
For the period ended Dec 15, 2026. Filed Nov 5, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 15, 2026 · Filed Nov 5, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary proxy statement. |
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| ☐ | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
| ☒ | Definitive proxy statement. |
| ☐ | Definitive Additional Materials. |
| ☐ | Soliciting Material Pursuant to § 240.14a-12. |
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Tucson, Arizona 85747
November 4, 2026
Dear Stockholder:
I am pleased to invite you to attend the Annual Meeting of Stockholders of Applied Energetics, Inc. (“Applied Energetics”) on December 15, 2026, at 10:00 a.m. Arizona time (the “Annual Meeting”). The Annual Meeting will be held at Applied Energetics’ headquarters at 9070 S Rita Road, Suite 1500, Tucson, Arizona 85747. During our Annual Meeting, we will discuss each item of business described in the accompanying Notice of Annual Meeting and Proxy Statement, and, as time permits at the end of the Annual Meeting, we will discuss our business operations and answer questions.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER SHARES OF COMMON STOCK THAT YOU OWN. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote prior to the Annual Meeting by any of the following methods:
| Internet | |
|---|---|
| Visit the website noted on your proxy card to vote via the internet | Sign, date and return your proxy card in the enclosed envelope to vote by mail |
On behalf of the Board of Directors and management, I thank you for your continued support and hope you will attend the Annual Meeting.
The notice also contains instructions on how to receive a printed copy of your proxy materials. You may vote over the internet or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card (or voting instruction form, if you hold your shares through a broker). Please review the instructions for each of your voting options described in the Proxy Statement, as well as in the notice you will receive in the mail.
We are delighted to have you as a stockholder of Applied Energetics and thank you for your ongoing support.
Sincerely,
/s/ Christopher Donaghey
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 15, 2026
TO THE STOCKHOLDERS OF APPLIED ENERGETICS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Applied Energetics, Inc. (“Applied Energetics” or the “Company”) will be held on Tuesday, December 15, 2026, at 10:00 a.m. Arizona time (the “Annual Meeting”), at the Company’s headquarters at 9070 S Rita Road, Suite 1500, Tucson, Arizona 85747, for the following purposes:
| 1. | To elect the following members of the Company’s Board of Directors (the “Board”), each to serve for the terms set forth opposite his or her name and until his or her successor is duly elected and qualified: |
| Name | Term |
|---|---|
| Ricardo C, Rodriguez | Three Years |
| Michael J. Alber | Three Years |
| John E. Schultz Jr. | Three Years |
| 2. | To ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3. | To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof. |
The foregoing items of business are more fully described in the Proxy Statement for Annual Meeting of Stockholders. We are beginning mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about November 4, 2026, to stockholders of record at the close of business on October 19, 2026. The Notice contains instructions on how to access our Proxy Statement, our 2025 Annual Report on Form 10-K and the form of proxy on the Internet, as well as instructions on how to request a paper copy of the proxy materials. Only stockholders of the Company of record at the close of business on October 19, 2026, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
All stockholders of the Company are cordially invited to attend the Annual Meeting. However, to ensure your representation at the Annual Meeting, you are urged to vote in advance over the Internet, or by marking, signing, dating, and returning your proxy card. You may revoke your voted proxy at any time prior to the Annual Meeting or vote in person if you attend the Annual Meeting.
| Dated: November 4, 2026 | By Order of the Board of Directors, |
|---|---|
| /s/ Mary P. O’Hara | |
| General Counsel, CLO and Secretary |
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES PROMPTLY TO ENSURE THEY ARE REPRESENTED. NOTE THAT IF YOUR SHARES ARE HELD BY A BROKER OR OTHER INTERMEDIARY, AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A LEGAL PROXY FORM FROM THAT RECORD HOLDER.
The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at:www.proxyvote.comor our website,www.appliedenergetics.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY SUMMARY | 1 |
| QUESTIONS AND ANSWERS | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 6 |
| PROPOSAL 2: RATIFICATION OF RBSM LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 8 |
| DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS | 10 |
| EXECUTIVE COMPENSATION | 17 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 28 |
| OTHER MATTERS | 29 |
| STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS | 29 |
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