Intelligent Bio Solutions Inc.

10/21/2025 | Press release | Distributed by Public on 10/21/2025 14:31

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.

On October 16, 2025, Intelligent Bio Solutions Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") at which the stockholders of the Company approved an amendment (the "Plan Amendment") to the Company's 2019 Long Term Incentive Plan (the "2019 Plan").

The Plan Amendment increased the aggregate number of shares available for issuance under the 2019 Plan by an additional 495,000 shares (from 1,300,000 shares to 1,795,000 shares). The 2019 Plan and the Plan Amendment are described in further detail in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on September 19, 2025. A copy of the 2019 Plan, as amended and approved at the Annual Meeting, is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this item by reference.

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

The Company's Annual Meeting was held on October 16, 2025, at 3:30 p.m. Eastern Time in a virtual-only format. The number of shares of common stock that voted on matters presented at the Annual Meeting was 4,482,941 shares, representing approximately 49.65% of the 9,028,712 shares of common stock outstanding as of September 11, 2025, the record date for the Annual Meeting.

Each director nominee was elected and each other matter submitted to a vote of the Company's stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company's stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

The proposals are described in detail in the Proxy Statement filed with the SEC on September 19, 2025, and are incorporated herein by reference.

Proposal 1. The election of four directors, each to serve until the next annual meeting of stockholders, or until each successor is duly elected and qualified.

Nominee Votes For Votes Withheld Broker Non-Votes
Stephen Boyages 1,349,921 503,182 2,629,838
Jonathan Hurd 1,350,740 502,363 2,629,838
Jason Isenberg 1,704,199 148,904 2,629,838
Nicola Fraser 1,706,342 146,761 2,629,838

Proposal 2. To ratify the appointment of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026.

Votes For Votes Against Abstain Broker Non-Votes
4,246,183 227,964 8,794 0

Proposal 3. To approve the amendment of the Company's 2019 Long Term Incentive Plan (the "2019 Plan") to increase the number of shares of common stock authorized for issuance under the 2019 Plan by an additional 495,000, such that the aggregate number of shares subject to the 2019 Plan is increased from 1,300,000 shares to 1,795,000 shares.

Votes For Votes Against Abstain Broker Non-Votes
1,280,040 568,296 4,767 2,629,838
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