ANI Pharmaceuticals Inc.

05/21/2026 | Press release | Distributed by Public on 05/21/2026 14:13

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
ANI Pharmaceuticals, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on May 21, 2026. At the Annual Meeting, the stockholders of the Company approved the Company's Amended and Restated 2022 Stock Incentive Plan (the "Amended 2022 Stock Plan").
The description of the material terms of the Amended 2022 Stock Plan set forth in the Company's definitive proxy statement, dated April 9, 2026 (the "Proxy Statement"), in the section entitled "Proposal 5: Approval of the Company's Amended and Restated 2022 Stock Incentive Plan," is incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended 2022 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the following matters were submitted to a vote of stockholders:
1.The election of seven (7) director nominees, each to serve until the Company's 2027 Annual Meeting of Stockholders and thereafter until their successors are duly elected and qualified, or until their earlier death, resignation or removal;
2.The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026;
3.The approval of the compensation of the Company's named executive officers, on an advisory basis;
4.The approval of the frequency of future advisory votes to approve the compensation of the Company's named executive officers, on an advisory basis; and
5.The approval of the Amended 2022 Stock Plan.
At the close of business on March 23, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 22,750,198 shares of the Company's Common Stock outstanding and entitled to vote at the Annual Meeting and 10,864 shares of the Company's Class C Special Stock outstanding and entitled to vote at the Annual Meeting. Accordingly, there were an aggregate of 22,761,062 votes entitled to be cast at the Annual Meeting, of which an aggregate of 16,926,047 were present virtually or represented by proxy, constituting a quorum.
At the Annual Meeting, (i) each of the seven (7) director nominees were elected, (ii) the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, (iii) the compensation of the Company's named executive officers was approved on an advisory basis, (iv) the stockholders voted, on an advisory basis, that future advisory votes to approve the compensation of the Company's named executive officers be held every one year, and (v) the Amended 2022 Stock Plan was approved.
Proposal No. 1 - Election of the Directors
The vote with respect to the election of each of the director nominees was as follows:
Nominees For Against Abstain Broker Non-Votes
Thomas Haughey 14,732,894 159,765 3,166 2,030,222
Nikhil Lalwani 14,873,796 15,198 6,831 2,030,222
Matthew J. Leonard, R.Ph. 14,743,471 149,095 3,259 2,030,222
Antonio R. Pera 14,542,012 350,649 3,164 2,030,222
Muthusamy Shanmugam 14,849,624 42,253 3,948 2,030,222
Renee P. Tannenbaum, Pharm.D. 14,063,620 829,566 2,639 2,030,222
Jeanne A. Thoma 14,565,758 327,393 2,674 2,030,222
Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was as follows:
For Against Abstain
16,874,103 7,333 44,611
Proposal No. 3 - Approval of the Say-on-Pay Proposal
The vote with respect to the approval of the compensation of the Company's named executive officers, on an advisory basis, was as follows:
For Against Abstain Broker Non-Votes
13,819,988 1,058,460 17,377 2,030,222
Proposal No. 4 - Approval of Frequency of Say-on-Pay Proposal
The vote with respect to the approval of the frequency of future advisory votes on the compensation of the Company's named executive officers was as follows:
ONE YEAR TWO YEARS THREE YEARS Abstain Broker Non-Votes
14,412,299 4,947 467,236 11,343 2,030,222
As a result of the foregoing vote, the Board of Directors of the Company has determined that the Company will hold an advisory vote on the compensation of the Company's named executive officers every one year.
Proposal No. 5 - Approval of the Amended 2022 Stock Plan
The vote with respect to the approval of the Amended 2022 Stock Plan was as follows:
For Against Abstain Broker Non-Votes
13,806,050 1,080,387 9,388 2,030,222
ANI Pharmaceuticals Inc. published this content on May 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 21, 2026 at 20:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]