UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date

May 28, 2020

(Date of earliest event reported)

TELKONET, INC.

(Exact Name of Registrant as Specified in Its Charter)

Utah

(State or Other Jurisdiction of Incorporation)

20800 Swenson Drive, Suite 175, Waukesha, WI 53186

(Address of Principal Executive Offices)

414.302.2299

(Registrant's Telephone Number)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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.

Telkonet, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on May 28, 2020. At the Annual Meeting, the Company’s stockholders approved the Telkonet, Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan”), which was adopted by the Board of Directors of the Company on February 24, 2020, subject to stockholder approval. The effective date of the 2020 Plan is May 28, 2020. The 2020 Plan provides for grants of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance shares, dividend equivalent rights and cash-based awards to eligible employees, officers, non-employee directors and other key persons of the Company and its subsidiaries.

A description of the material terms and conditions of the 2020 Plan is included in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2020 (the “Proxy Statement”) under the heading “Proposal No. 3-Approval of the Telkonet, Inc. 2020 Stock Option and Incentive Plan” and the full text of the 2020 Plan is included as Exhibit 10.1 to this Current Report on Form 8-K, which description and text are incorporated herein by reference.

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

Set forth below are the results of the matters voted on by the Company's stockholders at the Annual Meeting.

a)          Under plurality voting, the five nominees who receive the most “Voted For” votes are elected as directors. The certified tabulation of voting results provided by the independent inspector of elections is set forth below: 

b)          According to the certified tabulation of voting results provided by the independent inspector of elections, the stockholders ratified the appointment of Wipfli, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2020:

c)          According to the certified tabulation of voting results provided by the independent inspector of elections, the stockholders approved the Telkonet, Inc. 2020 Stock Option and Incentive Plan:

d)          According to the certified tabulation of voting results provided by the independent inspector of elections, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of the vote are in the table below:

There were no broker non-votes for matter b) listed above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.