Filana Therapeutics Inc.

06/15/2026 | Press release | Distributed by Public on 06/15/2026 04:24

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.
As described in Item 5.07 below, on June 11, 2026, at the 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") of Filana Therapeutics, Inc. (the "Company"), the stockholders of the Company approved Amendment No. 2 to the Company's 2018 Omnibus Incentive Plan (as amended, the "2018 Plan"). A summary of key changes to the 2018 Plan follows:
Increasing the authorized number of shares issuable thereunder by 4,000,000 shares (from 5,000,000 to 9,000,000 authorized shares).
Extending the term of the Plan by two years, through and until January 31, 2030.
Explicitly prohibiting repricing, replacing, or cash-out of stock options or SARs without stockholder approval.
Decreasing the maximum annual limit on compensation to non-employee directors, expressed in both shares and dollar value, and
Decreasing the maximum annual limit on equity awards to individuals granted during any single fiscal year.
For more information on the amendment, please see the related proposal in the Proxy Statement (as defined in Item 5.07 below).
The foregoing description of the 2018 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of the Company was held at approximately 8:30 a.m. Central Time on June 11, 2026, pursuant to the Notice of Annual Meeting of Stockholders dated April 29, 2026 and duly delivered to all Company stockholders of record as of April 21, 2026. Of the 48,307,896 shares of the Company's common stock entitled to vote at the 2026 Annual Meeting, 24,559,776 shares, or approximately 51%, were represented at the 2026 Annual Meeting virtually or by proxy, constituting a quorum. At the 2026 Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the "Proxy Statement"). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal One - Three (3) nominees for election or re-election to the Board of Directors were elected to serve for a three-year term, and until their successors are duly elected and qualified, based upon the following votes:
Director
For
Withheld
Broker Non-Vote
Richard J. Barry 8,851,285 1,564,191 14,144,300
Pierre Gravier 9,069,595 1,345,881 14,144,300
Claude Nicaise, M.D.
8,924,355
1,491,121
14,144,300
Proposal Two - An amendment to the Company's 2018 Omnibus Incentive Plan was approved based upon the following votes:
For
Against
Abstain
Broker Non -Vote
8,427,565 1,869,290 118,621 14,144,300
Proposal Three - The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, was ratified based upon the following votes:
For
Against
Abstain
22,671,610 1,408,513
479,653
Proposal Four - The 2025 executive compensation for the Company's named executive officers was approved, on a non-binding advisory vote, based upon the following votes:
For
Against
Abstain
Broker Non -Vote
7,487,142 2,827,840 100,494 14,144,300
9.01 Financial Statements and Exhibits
Exhibit No.
Description
10.1 Filana Therapeutics, Inc. 2018 Omnibus Incentive Plan
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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