US Corporate Board Director Changes SEC Filings — May 13, 2026

USA Board Room Changes

By Gunpowder Editorial ·

41 high priority 41 total filings analysed

Executive Summary

Across 41 SEC filings on USA Board Room Changes from May 13, 2026, the dominant theme is high C-suite and board turnover, with 12 CEO/CFO/president departures or transitions (e.g., HF Sinclair CFO termination, Power Solutions CEO resignation, Rent the Runway CEO step-down) amid neutral-to-negative sentiment, signaling potential instability in energy, pharma, and tech sectors. Annual shareholder meetings (15 filings) overwhelmingly passed director elections, auditor ratifications, and equity plans with 90-99% support (e.g., Vertex 94-99%, MDU >90%), reinforcing governance stability. Period-over-period trends show mixed financials: revenue growth in Doximity (+13% FY2026 YoY to $644.9M) and cash runway extensions (Tango to 2028, Zenas to Q2 2029), but margin compression in consumer names (Jack in the Box Restaurant-Level Margin -320 bps YoY to 16.4%) and widening losses in biopharma (Tango net loss +14% to $45.5M, Zenas +141% to $81M). Capital allocation leans bullish with Hanover's $700M buyback authorization (+$637M vs prior remainder), Coeur Mining's inaugural $0.02/share dividend, and LTIP expansions (e.g., MDU +6.56M shares). Forward-looking catalysts cluster in pharma (e.g., Zenas BLA Q2 2026, Tango data readouts 2026), while leadership promotions signal continuity (e.g., Toll Brothers EVP to President). Portfolio implication: Favor stable boards with buybacks/dividends; avoid high-turnover firms until interim stability proven.

Tracking the trend? Catch up on the prior US Corporate Board Director Changes SEC Filings digest from May 06, 2026.

Investment Signals (12)

  • CFO Atanasov terminated after leave since Feb 2026, acting CFO in place since then; potential severance under plan

  • Annual meeting elected all 10 directors (94-99% support), ratified auditors (96%), approved 2026 Stock Plan (97%)

  • Director Tapio retired amicably, 4 new directors elected with ~54M For votes, exec comp and KPMG ratification passed

  • Doximity (BULLISH)

    FY2026 revenue +13% YoY to $644.9M, OCF +19% to $326.5M; new CFO and President appointed, FY2027 guidance $664-676M (+3-5% YoY)

  • Power Solutions Intl (NEUTRAL)

    CEO Xykis resigned, CFO Li promoted to Interim CEO (extensive Caterpillar/Ford background); no additional comp

  • Tango Therapeutics (MIXED BULLISH)

    Q1 cash $379.8M (runway to 2028), new CFO Gall, CDOO Chua, SVP Kapty; 2026 data readouts despite collab rev -100% YoY

  • New $700M buyback authorization (vs $63M prior remaining), reflects confidence in earnings durability

  • New independent director Willett (ex-Cognex CEO, sensors expertise) to aid automotive/AI expansion

  • Q2 SSS -3.8% YoY, rev -4.3% to $254.3M, margins -320 bps; FY2026 guidance low single-digit SSS decline

  • Myomo (BULLISH)

    Shareholder rep Manko (Horton Capital) appointed director to support 2026 growth pillars

  • CEO Hyman steps down to advisor (thru Jan 2027), retail vet Bariquit interim CEO; reaffirmed FY2026 guidance

  • EVP Ring (22-yr vet) succeeds President Parahus (retiring), joins board for continuity

Risk Flags (10)

Opportunities (10)

Sector Themes (6)

  • Pharma/Biotech Leadership Churn

    6/41 filings (Tango, Zenas, Vertex, Ironwood, ARS Pharma) show CFO/leadership changes amid mixed FY/Q1 results (losses +14-141% YoY but cash runways to 2028-2029); 2026 catalysts dense [MIXED, watch stability]

  • Energy CFO/CEO Volatility

    HF Sinclair CFO terminated, Power Sol CEO resigned, Plains adds energy CEO to board; contrasts stable dividends (Coeur +inaugural) [BEARISH turnover, BULLISH allocation]

  • Annual Meetings Governance Strength (BULLISH)

    15/41 overwhelmingly approve directors/auditors/plans (90-99% For, e.g., MDU 90%+, BrightSpire 96-99%); LTIP expansions common (+6.56M MDU shares, +2.8M Riley) signal equity retention

  • Consumer Margin Pressures (BEARISH)

    Jack in Box SSS -3.8% YoY, margins -210-320 bps; Doximity Q4 margin -3210 bps; contrasts buybacks (Hanover $700M)

  • Capital Returns Acceleration (BULLISH)

    Buybacks (Hanover $700M), dividends (Coeur $0.02 inaugural), RSU/LTI grants (FiEE 143k RSUs, Mettler-Toledo +6-12.5% targets); 7/41 filings prioritize shareholders

  • Internal Promotions Continuity (BULLISH)

    Toll Brothers EVP to Pres, Waste Mgmt internal COO, First Interstate CEO assumes COO; reduces execution risk vs external hires

Watch List (8)

Filing Analyses (41)
GROOVY COMPANY, INC. 8-K neutral materiality 5/10

13-05-2026

GROOVY COMPANY, INC. (GROO) filed an 8-K on May 13, 2026, covering Items 4.01 (changes in certifying accountant), 5.02 (departure or election of directors/officers), 5.03 (amendment to Articles of Incorporation), 8.01 (other events), and 9.01 (exhibits). Exhibit 3.1 details the Amendment to the Articles of Incorporation. No financial metrics or performance changes were disclosed.

  • · Filing Items: 4.01 (Accountant Changes), 5.02 (Officer/Director Changes), 5.03 (Articles Amendment), 8.01 (Other Events), 9.01 (Exhibits)
  • · Subcategory: Accountant Changes
HF Sinclair Corp 8-K negative materiality 9/10

13-05-2026

HF Sinclair Corporation terminated the employment of Atanas Atanasov as Executive Vice President and Chief Financial Officer, effective immediately on May 13, 2026, after he had been on leave since February 24, 2026. Vivek Garg, the Company's Vice President, Chief Accounting Officer and Controller, has served as acting CFO since February 24, 2026. Atanasov may be eligible for severance benefits under the Company's Severance Pay Plan if conditions are met.

  • · Atanasov on leave since February 24, 2026, as reported in Form 10-K filed February 27, 2026.
  • · Severance Pay Plan details in Proxy Statement filed March 31, 2026.
VERTEX PHARMACEUTICALS INC / MA 8-K positive materiality 7/10

13-05-2026

Vertex Pharmaceuticals held its annual shareholder meeting on May 13, 2026, electing all ten nominated directors with strong majorities (ranging from approximately 94% to 99% support). Shareholders overwhelmingly ratified Ernst & Young LLP as auditors (96% for), approved the advisory 2025 named executive officer compensation (94% for), and adopted the 2026 Stock and Option Plan (97% for); however, the shareholder proposal on action by written consent passed narrowly with 57% support.

  • · Proposal 1 director elections: Bruce Sachs received highest opposition with 13,186,265 against votes (94% for)
  • · Proposal 5 (written consent): 126,892,696 for vs 95,756,148 against
  • · Proxy statement for 2026 Plan details filed April 2, 2026
WERNER ENTERPRISES INC 8-K positive materiality 6/10

13-05-2026

Werner Enterprises, Inc. announced the retirement of Director Carmen A. Tapio from the Board effective May 12, 2026, with no disagreements with management or the Board. At the Annual Meeting on the same day, stockholders elected four directors (Diane K. Duren, Derek J. Leathers, Michelle D. Livingstone as Class II for three-year terms, and M. Gayle Packer as Class III for a one-year term), approved the advisory resolution on executive compensation, and ratified KPMG LLP as independent auditors for the year ending December 31, 2026. All proposals passed with strong majority support, featuring approximately 54 million 'For' votes for directors and executive compensation.

  • · Stockholders of record as of March 5, 2026
  • · Definitive proxy statement filed with SEC on March 31, 2026
  • · Class II directors elected for three-year term expiring at 2029 Annual Meeting
  • · Class III director elected for one-year term expiring at 2027 Annual Meeting
Doximity, Inc. 8-K mixed materiality 9/10

13-05-2026

Doximity reported fiscal year 2026 revenue of $644.9 million, up 13% YoY from $570.4 million, with operating cash flow of $326.5 million up 19% YoY and free cash flow of $317.5 million up 19% YoY. However, Q4 FY2026 revenue increased only 5% YoY to $145.4 million from $138.3 million, net income declined to $19.1 million from $62.5 million (margin 13.1% vs 45.2%), and Adjusted EBITDA fell 6% to $65.8 million. The company appointed Matt Sonefeldt as new CFO and Dr. Steve Zatz as President, announced over 800,000 active prescribers, and issued FY2027 revenue guidance of $664-676 million.

  • · Q1 FY2027 guidance: Revenue $151-152M, Adjusted EBITDA $68.5-69.5M
  • · FY2027 guidance: Revenue $664-676M, Adjusted EBITDA $323-335M
  • · Total assets declined to $1,123.7M from $1,264.3M YoY
  • · Stock-based compensation FY2026: $121.6M vs $72.4M FY2025
  • · Common stock repurchases FY2026: $431.7M
MDU RESOURCES GROUP INC 8-K positive materiality 6/10

13-05-2026

At the annual stockholders’ meeting on May 11, 2026, MDU Resources Group, Inc. shareholders elected all eight director nominees, approved on an advisory basis the compensation of named executive officers, approved the amended LTIP increasing available common shares by 6,564,000 to a total of 15,806,806 shares, and ratified Deloitte & Touche LLP as the independent auditors for fiscal 2026. On May 13, 2026, the Board adopted an updated 'Leading With Integrity Policy' clarifying provisions on AI, confidential information, conflicts of interest, and compliance. All proposals passed with strong majority support exceeding 90% in most cases.

  • · Proposal 1 (Director Elections): Votes For ranged from 156,077,464 to 157,868,483; Against 382,487 to 1,772,995; Abstentions 196,056 to 892,983; Broker Non-Votes 25,924,878.
  • · Proposal 2 (Advisory Vote on Exec Comp): For 155,483,583; Against 2,448,238; Abstentions 545,659; Broker Non-Votes 25,924,878.
  • · Proposal 3 (LTIP Approval): For 154,587,051; Against 2,817,302; Abstentions 1,073,127; Broker Non-Votes 25,924,878.
  • · Proposal 4 (Auditor Ratification): For 173,965,507; Against 10,089,093; Abstentions 347,758.
  • · LTIP summary in proxy statement filed April 1, 2026; full LTIP as Exhibit 10.1.
POWER SOLUTIONS INTERNATIONAL, INC. 8-K neutral materiality 9/10

13-05-2026

On May 12, 2026, Constantine ('Dino') Xykis resigned as CEO of Power Solutions International, Inc. (PSIX), effective immediately, after serving since April 24, 2023; he will receive previously earned 2025 bonuses totaling $1,258,074 and cash settlement of 28,334 vested SARs. The Board appointed Xun ('Kenneth') Li, current CFO since August 26, 2022, as Interim CEO with no additional cash compensation, while continuing the search for a permanent CEO. No family relationships or related-party transactions were disclosed regarding Mr. Li.

  • · Mr. Li, 56, previously served as CFO of ND Paper (2020-2022), CFO of Caterpillar's machine product group (2013-2020), and held finance roles at Ford (2003-2008).
  • · Mr. Li holds an MBA and MS in Accounting from University of Michigan, MS in Mechanical Engineering from University of Oklahoma, BS from Shanghai Jiao Tong University, and is a CPA in Illinois.
  • · No arrangements, family relationships, or Item 404(a) transactions involving Mr. Li.
Tango Therapeutics, Inc. 8-K mixed materiality 8/10

13-05-2026

Tango Therapeutics reported Q1 2026 financial results with a strong cash position of $379.8 million, providing runway into 2028, amid ongoing clinical progress including robust enrollment in vopimetostat + RAS(ON) inhibitors trials and upcoming 2026 data readouts for vopimetostat monotherapy in lung cancer and TNG456 in glioblastoma. However, collaboration revenue fell to $0 from $5.4 million YoY, G&A expenses rose 33% to $15.2 million, and net loss widened 14% to $45.5 million ($0.32 per share) from $39.9 million ($0.36 per share), despite an 8% R&D expense reduction to $33.5 million due to TNG908 discontinuation. Corporate updates include board resignations by Alexis Borisy and Kanishka Pothula, and new appointments of Matthew Gall as CFO, Yen-Ching Chua as CDOO, and Janice Kapty as SVP Corporate Strategy.

  • · TNG908 clinical program discontinued, contributing to R&D expense decrease
  • · Total assets increased to $435.8 million as of March 31, 2026 from $398.7 million as of December 31, 2025
  • · Stockholders’ equity increased to $391.5 million as of March 31, 2026 from $346.2 million as of December 31, 2025
HANOVER INSURANCE GROUP, INC. 8-K positive materiality 8/10

13-05-2026

The Hanover Insurance Group, Inc. (NYSE: THG) announced a new board-approved share repurchase authorization of $700 million for its common stock, terminating the prior program which had approximately $63 million remaining. Jeffrey M. Farber, EVP and CFO, stated this reflects confidence in earnings durability and a disciplined capital management approach balancing business investment with shareholder returns. Repurchases may occur via open market, private transactions, or Rule 10b5-1 plans, subject to market conditions.

  • · Repurchases may be executed using open market transactions, privately negotiated transactions, accelerated repurchase programs, or other methods.
  • · Company may establish Rule 10b5-1 trading plans for additional flexibility.
  • · Filing date: May 13, 2026
ALLEGRO MICROSYSTEMS, INC. 8-K positive materiality 6/10

13-05-2026

Allegro MicroSystems, Inc. (Nasdaq: ALGM) appointed Robert J. Willett as an independent director to its Board, effective May 13, 2026. Mr. Willett brings over two decades of experience in industrial technology and automation, including 14 years as CEO of Cognex Corporation where he scaled the business and drove organic growth. The appointment is viewed positively by Chairman Joseph Martin for adding expertise in sensors, industrial automation, and capital deployment to support Allegro's expansion in automotive, AI data centers, and robotics.

  • · Mr. Willett holds a bachelor’s degree from Brown University and an MBA from Yale University.
  • · Contact: jhoover@allegromicro.com
JACK IN THE BOX INC 8-K mixed materiality 9/10

13-05-2026

Jack in the Box Inc. reported Q2 FY2026 same-store sales decline of 3.8% YoY (systemwide), with total revenues down 4.3% to $254.3 million from $265.7 million, diluted EPS from continuing operations at $0.65 versus $1.09, Restaurant-Level Margin falling to 16.4% ($15.5 million) from 19.6% ($18.7 million), and Adjusted EBITDA decreasing to $51.3 million from $61.5 million. Franchise-Level Margin dropped to 37.9% ($60.5 million) from 40.0% ($68.3 million), though restaurant count remained flat at 2,128 with 9 openings and 9 closures. Management highlighted improving trends into Q3 under interim CEO Mark King, with updated FY2026 guidance for low single-digit SSS decline and Franchise-Level Margin of $265-275 million.

  • · Del Taco losses from discontinued operations $2.3 million in Q2 FY2026 vs. $162.9 million prior year.
  • · SG&A expense $26.4 million, down $1.8 million YoY.
  • · FY2026 guidance: Company-Owned Restaurant Level Margin ~17%, SG&A $115-125 million, Adjusted EBITDA $225-235 million, restaurant count 2,050-2,100.
  • · No share repurchases in Q2; dividend discontinued.
  • · Actively pursuing refinancing of 2019-1 Class A-2-II Notes (repay Aug 2026) and 2022-1 Class A-2-I Notes (Feb 2027).
UNITED PARCEL SERVICE INC 8-K neutral materiality 5/10

13-05-2026

Kevin M. Warsh resigned from the Board of Directors of United Parcel Service, Inc. (UPS) effective May 13, 2026, upon his confirmation by the U.S. Senate as Chairman of the Board of Governors of the Federal Reserve System. This resignation was automatic as previously disclosed in a Form 8-K filed on February 6, 2026, and was not due to any disagreement with the Company's operations, policies, or practices.

  • · Resignation advised in prior Form 8-K on February 6, 2026
MYOMO, INC. 8-K positive materiality 6/10

13-05-2026

Myomo, Inc. appointed Joseph M. Manko Jr., Senior Principal of Horton Capital Management LLC (a significant shareholder), as a director effective May 9, 2026, expanding the board to seven members until the 2027 annual meeting. Mr. Manko brings over 25 years of experience in investment banking, private equity, and asset management, with prior roles at BZ Fund Management, Deutsche Bank, Merrill Lynch, and as a corporate finance attorney at Skadden, Arps, Slate, Meagher & Flom. The appointment aims to support Myomo's growth strategy, Success Pillars for 2026, and long-term shareholder value.

  • · Mr. Manko currently serves on the boards of Safeguard Scientifics and Koru Medical Systems.
  • · Mr. Manko earned B.A. and Juris Doctor from the University of Pennsylvania.
  • · Myomo headquartered at 45 Blue Sky Dr., Suite 101, Burlington, MA 01803.
Riley Exploration Permian, Inc. 8-K positive materiality 6/10

13-05-2026

Riley Exploration Permian, Inc. held its annual stockholder meeting on May 12, 2026, where all seven director nominees were elected, the appointment of BDO USA, P.C. as auditors for 2026 was ratified with overwhelming support (17,109,342 for vs. 84,778 against), advisory approval of executive compensation passed, and the Second Amended and Restated 2021 Long Term Incentive Plan was approved, increasing shares available by 2,800,000 from 2,337,022 to 5,137,022. While director elections saw some withheld votes (e.g., 1,136,715 for Bryan H. Lawrence), and the incentive plan faced notable opposition (3,427,837 against), all proposals passed. No financial declines reported.

  • · Proxy statement filed April 10, 2026
  • · Broker non-votes: 1,832,263 shares across most proposals
  • · Auditor ratification abstentions: 14,266 shares
  • · Executive compensation: 376,548 votes against, 24,821 abstentions
  • · Highest withheld director votes: Bryan H. Lawrence (1,136,715)
FiEE, Inc. 8-K neutral materiality 6/10

13-05-2026

On May 12, 2026, the Board of Directors of FiEE, Inc., upon recommendation of the Compensation Committee, granted 143,561 restricted stock units (RSUs) each to Chief Executive Officer and President Li Wai Chung and Chief Financial Officer Cao Yu under the FiEE, Inc. 2025 Equity Incentive Plan. Each RSU represents a contingent right to one share of common stock, $0.01 par value, vesting 30% on the first anniversary, 30% on the second, and 40% on the third anniversary, subject to continued employment. No other performance metrics or financial impacts were disclosed.

  • · RSUs subject to terms of the Plan and Exhibit 10.1 (Form of Restricted Stock Unit Award Agreement).
  • · Common stock: $0.01 par value per share, traded as FIEE on The Nasdaq Capital Market.
PPL Corp 8-K positive materiality 6/10

13-05-2026

At the PPL Corporation 2026 Annual Meeting of Shareowners on May 13, 2026, shareholders elected all nine director nominees with majority support, though Phoebe A. Wood faced the highest opposition at 17,856,806 votes against. Shareowners also approved the Second Amended and Restated 2012 Stock Incentive Plan (582,471,858 for vs. 16,548,521 against), provided advisory approval for 2025 named executive officer compensation, and ratified Deloitte & Touche LLP as the independent auditor for the year ending December 31, 2026, with unanimous broker participation. All proposals passed decisively, with consistent broker non-votes of 69,012,081 across most items.

  • · Director votes - Arthur P. Beattie: 597,406,687 For, 2,708,599 Against; Raja Rajamannar: 591,713,120 For, 8,355,246 Against
  • · Craig A. Rogerson: 585,640,565 For, 14,497,403 Against; Keith H. Williamson: 586,715,596 For, 13,385,229 Against
  • · Executive compensation advisory: 580,083,934 For, 18,747,637 Against; Auditor ratification: 662,634,703 For, 6,313,167 Against (no broker non-votes)
AKAMAI TECHNOLOGIES INC 8-K neutral materiality 4/10

13-05-2026

Akamai Technologies, Inc. filed an 8-K on May 13, 2026, including Exhibit 3.1, which is the Amended and Restated Certificate of Incorporation amending the prior version filed on May 16, 2024. The certificate authorizes 700,000,000 shares of common stock ($0.01 par value) and 5,000,000 shares of preferred stock ($0.01 par value), with standard provisions for voting (one vote per common share, no cumulative voting), dividends, liquidation rights, board authority on bylaws, director/officer liability limitations, and indemnification policies. No financial performance metrics, changes, or operational impacts are disclosed.

  • · Original Certificate of Incorporation filed August 20, 1998.
  • · Series A Junior Participating Preferred Stock Certificate of Designations filed September 10, 2002.
  • · Registered office: 1209 Orange Street, City of Wilmington, 19801, County of New Castle, Delaware.
Alto Neuroscience, Inc. 8-K mixed materiality 7/10

13-05-2026

At the May 12, 2026 annual meeting of stockholders, with 83.77% quorum of 31,945,516 outstanding shares, Alto Neuroscience, Inc. stockholders elected Raymond Sanchez, M.D. and Gwill York as Class II directors until 2029 and ratified Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2026. However, the amendment to the 2024 Equity Incentive Plan failed with more votes against (12,205,864) than for (10,838,509), while the amendment to the 2024 Employee Stock Purchase Plan passed narrowly (11,946,818 for vs. 11,097,535 against).

  • · Proposal 1 votes - Raymond Sanchez, M.D.: 23,133,161 For, 31,432 Withheld; Gwill York: 12,385,501 For, 10,779,092 Withheld.
  • · Proposal 2 votes: 26,727,215 For, 23,440 Against, 12,154 Abstentions.
  • · Proposal 3 votes: 10,838,509 For, 12,205,864 Against, 120,220 Abstentions.
  • · Proposal 4 votes: 11,946,818 For, 11,097,535 Against, 120,240 Abstentions.
  • · Board adopted A&R 2024 ESPP on March 16, 2026; Proxy Statement filed March 26, 2026.
NUSATRIP Inc 8-K neutral materiality 5/10

13-05-2026

NusaTrip Incorporated (NUTR) announced the resignation of Albert Nicolas as Chief Operating Officer, effective May 13, 2026, which was not due to any disagreement with the company. The company appointed Ade Irawan as the new COO on the same date, entering into a 3-year employment agreement with an annual base salary of $26,000 and eligibility for the company bonus plan. Mr. Irawan brings over 17 years of experience in aviation, travel operations, and digital travel technology, having held progressively senior roles at the company since 2019.

  • · Albert Nicolas’s resignation was not the result of any disagreement with the Company, its management, operations, policies or practices.
  • · Ade Irawan previously held roles at the Company: Quality Monitoring & Trainer (Nov 2019-Nov 2022), Business Development (Dec 2022-Sep 2025), Commercial Manager (Sep 2025-present).
  • · No family relationships between Ade Irawan and any director or executive officer; no direct or indirect material interest in transactions under Item 404(a) of Regulation S-K.
  • · Employment agreement term: 3 years.
NEWELL BRANDS INC. 8-K positive materiality 6/10

13-05-2026

Newell Brands Inc. held its Annual Meeting of Stockholders on May 7, 2026, where all eight director nominees were elected with majority support ranging from 87% (Patrick D. Campbell) to 98% (Gerardo I. Lopez, Christopher H. Peterson, Anthony Terry). Stockholders ratified PricewaterhouseCoopers LLP as auditors (99% support), approved Say-On-Pay (78% support despite 22% opposition), and approved the 2026 Incentive Plan (93% support). Of 424,927,772 shares outstanding as of the March 12, 2026 record date, 368,135,426 shares were voted, with 41,561,938 broker non-votes.

  • · Director votes - Bridget Ryan Berman: 310,789,046 For, 15,433,058 Against, 351,384 Abstain
  • · Director votes - Patrick D. Campbell: 283,377,489 For, 42,822,754 Against, 373,245 Abstain
  • · Director votes - James P. Keane: 302,088,999 For, 24,084,176 Against, 400,313 Abstain
  • · Director votes - Gerardo I. Lopez: 320,436,005 For, 5,707,674 Against, 429,809 Abstain
  • · Director votes - Christopher H. Peterson: 321,807,657 For, 4,437,197 Against, 328,634 Abstain
  • · Director votes - Gary H. Pilnick: 302,428,045 For, 23,717,278 Against, 428,165 Abstain
  • · Director votes - Stephanie P. Stahl: 299,906,682 For, 26,222,825 Against, 443,981 Abstain
  • · Director votes - Anthony Terry: 321,216,034 For, 4,883,089 Against, 474,365 Abstain
  • · Auditor ratification: 363,199,115 For, 4,359,352 Against, 576,959 Abstain
  • · Say-On-Pay: 254,464,829 For, 71,068,404 Against, 1,040,255 Abstain
  • · 2026 Incentive Plan: 305,206,680 For, 20,662,767 Against, 704,041 Abstain
  • · Proxy Statement filed March 26, 2026
Zenas BioPharma, Inc. 8-K mixed materiality 9/10

13-05-2026

Zenas BioPharma reported Q1 2026 financial results with cash, cash equivalents, and investments of $718.5 million, bolstered by $419.0 million in gross proceeds from financings extending runway into Q2 2029, and positive Phase 3 INDIGO trial results for obexelimab demonstrating a 56% reduction in IgG4-RD flare risk. However, R&D expenses increased 73% YoY to $60.4 million, G&A expenses rose 36% to $16.9 million, and net loss widened to $81.0 million from $33.6 million due to higher clinical, manufacturing, and personnel costs. Corporate progress includes completed enrollment in the Phase 2 SunStone SLE trial with topline data expected Q4 2026 and first dosing in ZB021 Phase 1 trial.

  • · Obexelimab BLA submission to FDA targeted for Q2 2026; MAA to EMA in H2 2026
  • · INDIGO trial data oral presentation at EULAR 2026 Congress on June 4, 2026
  • · ZB021 Phase 1 initial data expected year-end 2026; POC trial in psoriasis planned for 2027
  • · ZB022 and ZB014 Phase 1 studies expected in 2027 subject to oIND results
  • · $45.0 million aggregate gross proceeds from underwriters’ full exercise of over-allotment options
  • · Potential $75 million milestone from Royalty Pharma and $75 million debt draw upon FDA approval of obexelimab for IgG4-RD
Anteris Technologies Global Corp. 8-K positive materiality 7/10

13-05-2026

Anteris Technologies Global Corp. appointed Ms. Susan Knight as a Class I Director (term expiring at 2028 annual meeting) and Mr. Stephen Denaro as a Class II Director (term expiring at 2026 annual meeting) effective May 11, 2026 (May 12 in Australia), with Ms. Knight joining the Audit and Risk Committee. Ms. Knight brings extensive CFO and board experience from Surmodics, Inc., MTS Systems Corporation, and Honeywell, Inc., while Mr. Denaro rejoins with deep company knowledge. Compensation includes an initial $250,000 RSU grant for Ms. Knight, $125,000 annual RSUs for both, and AUD $57,645 annual fee for Mr. Denaro's subsidiary secretary roles.

  • · Indemnification agreements entered with Ms. Knight and Mr. Denaro effective May 11, 2026.
  • · Ms. Knight's RSU grant subject to stockholder approval per Australian Securities Exchange rules.
  • · Mr. Denaro serves as Company Secretary for certain Australian subsidiary entities.
APTARGROUP, INC. 8-K positive materiality 6/10

13-05-2026

AptarGroup, Inc. appointed Aditya J. Gandhi as Vice President and Chief Accounting Officer effective June 8, 2026, succeeding Daniel Ackerman, who transitioned to another leadership role within the Aptar Finance organization. Mr. Gandhi, aged 46, brings extensive experience as Chief Accounting Officer at Sonoco Products Company and prior roles at WestRock, General Electric, and Deloitte. Compensation includes a $105,000 sign-on bonus and a one-time equity award valued at $715,000 ($305,000 in restricted stock units and $410,000 in performance-based restricted stock units).

  • · Offer letter dated May 10, 2026.
  • · No arrangements or understandings with other persons for appointment.
  • · No family relationships with directors or executive officers.
  • · No direct or indirect interest in transactions requiring disclosure under Item 404(a) of Regulation S-K.
  • · Mr. Gandhi holds a Bachelor of Commerce in Accounting, Finance and Economics from University of Mumbai, CPA, and Chartered Accountant with The Institute of Chartered Accountants of India.
Rent the Runway, Inc. 8-K positive materiality 9/10

13-05-2026

Rent the Runway, Inc. announced that Co-Founder Jennifer Hyman will step down as CEO, President, and Board member effective May 15, 2026, transitioning to an advisor role through January 2027. Board member Teri Bariquit, a 37-year retail veteran and former Chief Merchandising Officer at Nordstrom, was appointed Interim CEO and President to lead alongside the Executive Leadership Team during the search for a permanent CEO. The company reaffirmed its full year 2026 financial guidance, citing strong momentum in AI investments, online marketplace, media, and B2B platforms with no reported declines.

  • · Company founded in 2009; IPO completed in 2021
  • · Teri Bariquit served as Chief Merchandising Officer at Nordstrom from 2019 to 2023
  • · Bariquit joined Rent the Runway Board in October 2025
  • · Guidance reaffirmed from April 14, 2026 presentation
  • · Annual Report on Form 10-K for year ended January 31, 2026
SmartRent, Inc. 8-K positive materiality 6/10

13-05-2026

On May 12, 2026, SmartRent, Inc. held its 2026 Annual Meeting of Stockholders, where shareholders elected Alison Dean and Frank Martell as Class II directors until the 2029 annual meeting, ratified Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2026, and approved the SmartRent, Inc. 2021 Equity Incentive Plan, as amended and restated, including an increase in shares reserved for issuance. All three proposals passed with majority support, though director elections saw significant withheld votes (13.5M for Dean, 9.8M for Martell) and Proposal 3 had 11M votes against amid 63M broker non-votes.

  • · Annual Meeting held on May 12, 2026; filing dated May 13, 2026.
  • · Proxy statement filed April 1, 2026.
  • · Class II directors to serve until 2029 annual meeting.
  • · Fiscal year ends December 31, 2026.
CENTURY CASINOS INC /CO/ 8-K positive materiality 7/10

13-05-2026

Century Casinos, Inc. (CNTY) announced the appointment of Lyle Randolph, a long-term regional Vice President and General Manager, as Executive Vice President of Operations for the United States, effective May 15, 2026, overseeing seven U.S. properties with 4,701 slot machines, 93 table games, 2,127 hotel rooms, and over 20 food and beverage venues. Mr. Randolph brings over 30 years of gaming and hospitality experience, including overseeing more than $80 million in capital projects at Missouri properties since Century's 2019 acquisition, resulting in Adjusted EBITDAR growth of over 70% under his leadership. No declines or flat performance metrics were reported.

  • · Mr. Randolph began gaming career in 1995 at Casino Aztar in Missouri.
  • · Received Isle of Capri Casinos’ Jack Galloway Award for leadership and operational achievement.
  • · Active in civic, charitable, and industry leadership initiatives.
GENERATION INCOME PROPERTIES, INC. 8-K neutral materiality 6/10

13-05-2026

On May 7, 2026, Benjamin Adams, Gena Cheng, and Patrick Quilty resigned from the Board of Directors of Generation Income Properties, Inc., with no disagreements regarding operations, policies, or practices. The Board elected Jess Johnson, Timothy Murray, and Matthew Stein as new directors effective May 8, 2026, appointing Johnson to the Compensation and Governance Committees, Murray to the Audit and Compensation Committees, and Stein to the Audit and Governance Committees. The new directors bring expertise in commercial real estate strategy, financial advisory, and capital markets.

  • · Resignations of Adams, Cheng, and Quilty were not due to any disagreements with the Company’s operations, policies or practices.
  • · There are no arrangements or understandings pursuant to which the new directors were elected.
  • · None of the new directors is a party to any transaction with the Company requiring disclosure under Item 404(a) of Regulation S-K.
Toll Brothers, Inc. 8-K positive materiality 8/10

13-05-2026

Toll Brothers, Inc. announced that Seth J. Ring, a 22-year veteran and current Executive Vice President, will succeed Robert Parahus as President and Chief Operating Officer effective June 30, 2026, and will join the Company's Board of Directors. Parahus, after 40 years with the Company, will retire but continue as a senior advisor to ensure a smooth transition. Executives praised the leadership continuity and Ring's track record, including his role in the $1.6 billion acquisition of Shapell Homes in 2013.

  • · Seth J. Ring began at Toll Brothers in 2004 as Assistant Project Manager in Southern California; promoted to Division President (2014), Group President (2016), Regional President Pacific (2019), Executive VP (2021).
  • · Company founded in 1967, public since 1986 (NYSE: TOL).
  • · Toll Brothers named #1 Most Admired Home Builder in Fortune’s 2026 World’s Most Admired Companies list.
Johnson Controls International plc 8-K positive materiality 7/10

13-05-2026

On May 11, 2026, the Compensation and Talent Development Committee of Johnson Controls International plc approved the Value Growth Incentive Program (VGI Program), a long-term incentive linking executive compensation to aggressive five-year sales and market capitalization growth goals from FY2026 to FY2030. The program grants performance-based options to key executives, including CEO Joakim Weidemanis ($10,500,000 target fair value), CFO Marc Vandiepenbeeck ($5,300,000), and CHRO Chris Scalia ($5,300,000), vesting only upon substantial outperformance and continued service. No performance shortfalls or declines are noted, as this establishes new ambitious targets beyond existing plans.

  • · Performance Period: fiscal years 2026 through 2030
  • · Sales Goal: specified level of net sales over trailing 12 months on measurement dates, plus specified market cap level
  • · Market Cap Goal: average over 45 days prior to measurement dates
  • · Grant date: May 15, 2026; exercise price equals share price on grant date
  • · Vesting requires continued service; pro rata for qualifying termination, death, or disability
  • · Exercise window: October 1, 2030 to September 30, 2032 (or 90 days for pro rata)
  • · Program document and award agreement to be filed in Q2 FY2026 10-Q
BrightSpire Capital, Inc. 8-K positive materiality 6/10

13-05-2026

BrightSpire Capital, Inc. held its 2026 annual meeting of stockholders on May 13, 2026, where all proposals passed with strong support: five directors were elected, executive compensation was approved on an advisory basis, Deloitte & Touche LLP was ratified as independent auditors for FY 2026, and the second amendment to the 2022 Equity Incentive Plan was approved, authorizing 10,000,000 additional shares of Class A common stock. Voting results showed overwhelming approval for each proposal, with director elections receiving 96-99% 'For' votes among votes cast, executive comp at 97% 'For', auditor ratification at 99% 'For', and the plan amendment at 96% 'For'. No proposals failed or faced significant opposition.

  • · Broker non-votes: 27,416,261 across Proposals 1, 2, and 4.
  • · Against votes were minimal: e.g., 1,994,996 (3%) against Proposal 4.
  • · Annual Meeting date: May 13, 2026; directors to serve until 2027 meeting.
  • · Proxy Statement filed April 1, 2026.
PLAINS GP HOLDINGS LP 8-K positive materiality 7/10

13-05-2026

Plains All American Pipeline, L.P. (PAA) and Plains GP Holdings (PAGP) announced the appointment of Cynthia B. Taylor as an independent Class III member of the Board of Directors of PAA GP Holdings LLC, effective May 11, 2026; she will serve on the Compensation Committee and Health, Safety, Environmental and Sustainability Committee. Ms. Taylor brings over 30 years of energy industry experience, including 19 years as CEO and President of Oil States International, Inc. CEO Willie Chiang praised her operational, financial, strategic, and executive leadership expertise.

  • · Ms. Taylor served as CEO and President of Oil States International from May 2007 until retirement in May 2026.
  • · Previous roles: President and COO of Oil States (May 2006-May 2007), SVP-CFO and Treasurer prior; CFO of L.E. Simmons & Associates (Aug 1999-May 2000); VP-Controller of Cliffs Drilling (Jul 1992-Aug 1999); various positions at Ernst & Young (Jan 1984-Jul 1992).
  • · Board roles: Director of Federal Reserve Bank of Dallas (Jan 2020-Dec 31, 2025), Houston Branch (2018-2019); Director of AT&T Inc. since 2013 (Audit Committee Chair).
  • · Education: B.B.A. in Accounting from Texas A&M University; Certified Public Accountant.
Coeur Mining, Inc. 8-K positive materiality 7/10

13-05-2026

Coeur Mining, Inc. declared its inaugural semi-annual dividend of $0.02 per share for 1H 2026, aligning with the updated financial policy announced on March 23, 2026. The dividend is payable on June 10, 2026, to stockholders of record on May 22, 2026 (adjusted due to NYSE holiday). No comparative financial metrics or declines were reported in this announcement.

  • · Operations: New Afton (gold-copper, BC, Canada), Rainy River (gold-silver, Ontario, Canada), Las Chispas (silver-gold, Sonora, Mexico), Palmarejo (gold-silver, Chihuahua, Mexico), Rochester (silver-gold, Nevada), Kensington (gold, Alaska), Wharf (gold, South Dakota), Silvertip (polymetallic exploration, BC, Canada)
  • · Policy announcement date: March 23, 2026
  • · Record date: May 22, 2026 (effective due to NYSE holiday on May 25, 2026)
  • · Payment date: June 10, 2026
PLAINS ALL AMERICAN PIPELINE LP 8-K positive materiality 6/10

13-05-2026

Plains All American Pipeline, L.P. (PAA) and Plains GP Holdings (PAGP) announced the appointment of Cynthia B. Taylor as an independent Class III director on the Board of PAA GP Holdings LLC, effective May 11, 2026, along with membership on the Compensation Committee and Health, Safety, Environmental and Sustainability Committee. CEO Willie Chiang highlighted Ms. Taylor's over 30 years of energy sector experience, including 19 years as CEO and President of Oil States International, Inc. PAA operates midstream infrastructure handling more than nine million barrels per day of crude oil and NGL.

  • · Ms. Taylor served as CEO and President of Oil States International from May 2007 to May 2026.
  • · Previous roles: President and COO of Oil States (May 2006-May 2007), SVP-CFO and Treasurer prior; CFO of L.E. Simmons & Associates (Aug 1999-May 2000); VP-Controller of Cliffs Drilling (Jul 1992-Aug 1999); various positions at Ernst & Young (Jan 1984-Jul 1992).
  • · Board roles: Director of Federal Reserve Bank of Dallas (Jan 2020-Dec 2025), Houston Branch (2018-2019); Director of AT&T Inc. since 2013 (Audit Committee Chair).
  • · Education: B.B.A. in Accounting from Texas A&M University; Certified Public Accountant.
FIRST INTERSTATE BANCSYSTEM INC 8-K neutral materiality 7/10

13-05-2026

On May 11, 2026, First Interstate BancSystem, Inc. terminated Ms. Kristina Robbins' employment as Executive Vice President and Chief Operations Officer without cause, effective immediately, and transitioned her to an Executive Advisor role reporting to CEO James Reuter until August 1, 2026. CEO Reuter will assume the COO responsibilities until a successor is appointed. The company entered into a Transition and Separation Agreement with Ms. Robbins, filed as Exhibit 10.1, under which she continues to receive her current compensation during the transition.

  • · Transition and Separation Agreement dated May 11, 2026, filed as Exhibit 10.1
  • · Separation treated as involuntary termination under Ms. Robbins' existing employment agreement upon completion of advisor role, absent cause, good reason, death, or disability
SIMMONS FIRST NATIONAL CORP 8-K positive materiality 6/10

13-05-2026

Simmons First National Corporation held its Annual Meeting of Shareholders on May 13, 2026, approving the Amended and Restated 2023 Stock and Incentive Plan, which increases the share reserve to 7,350,000 shares (up 3,550,000 shares since inception) and imposes a $750,000 annual limit on non-employee director compensation. All 14 directors were elected, the board size fixed at 14, Forvis Mazars, LLP ratified as auditors for the year ending December 31, 2026, and a non-binding resolution on NEO compensation passed despite 11,387,331 votes against. No performance declines noted, but shareholder opposition to executive pay was notable at approximately 10% of votes cast.

  • · Annual Meeting held at corporate offices in Little Rock, Arkansas.
  • · Plan term extended to May 12, 2036 (previously April 17, 2033).
  • · Broker non-votes: 15,779,406 across director elections, NEO comp, and plan approval.
  • · All proposals received majority approval with no broker non-votes on director count or auditor ratification.
QNB CORP. 8-K positive materiality 8/10

13-05-2026

QNB Corp. announced its leadership succession plan, naming Chris Cattie, current Chief Operating Officer since January 1, 2025, as the next President of QNB Bank effective November 1, 2026, when he will also join the QNB Corp. Board of Directors. Dave Freeman will remain Bank CEO and Company President/CEO until his planned retirement on December 31, 2028, ensuring a smooth transition. The decision followed a comprehensive executive search by Smith & Wilkinson.

  • · Mr. Cattie holds a BS in Accounting & Management from Lock Haven University and an MBA in Management Information Systems from La Salle University.
  • · Mr. Cattie is involved with Pennsylvania Bankers Association, Willow Charitable Fund, Willow Grove Rotary Club (President), Scouting America’s Washington Crossing Council (President), and Willow Grove Community Development Corporation.
  • · QNB Bank offers commercial, small business, personal banking services, borrowing solutions, and cash management tools.
IRONWOOD PHARMACEUTICALS INC 8-K neutral materiality 8/10

13-05-2026

Gregory Martini resigned as Senior Vice President and Chief Financial Officer of Ironwood Pharmaceuticals, Inc., effective May 15, 2026, with no disagreement on financial reporting matters. Ronald Silver, the current Senior Vice President, Corporate Controller and Chief Accounting Officer (age 44), was appointed as interim Chief Financial Officer and principal financial officer effective the same date. The transition appears orderly, with no related arrangements, family relationships, or disclosable transactions involving Mr. Silver.

  • · Resignation notified on May 8, 2026; filing dated May 13, 2026.
  • · Ronald Silver joined Ironwood in June 2018; served as Corporate Controller and principal accounting officer from July 2021, and SVP Corporate Controller and Chief Accounting Officer since January 2025.
  • · Prior roles for Silver: Eze Software Group (Aug 2014-Jun 2018), RSM LLP (Aug 2004-Aug 2014).
  • · Mr. Silver is a Certified Public Accountant with B.S. in accounting from University of Maryland and M.B.A. from Georgetown University.
ARS Pharmaceuticals, Inc. 8-K neutral materiality 6/10

13-05-2026

ARS Pharmaceuticals, Inc. appointed Donn Casale as President effective June 1, 2026, with Richard Lowenthal transitioning from President to sole Chief Executive Officer. Mr. Casale, aged 53 with over 25 years in biopharmaceuticals from Dynavax Technologies (most recently Chief Commercial Officer), Depomed, and Merck, will receive a $575,000 annual base salary, 45% target bonus, and a stock option valued at $6,000,000. No performance metrics or financial impacts are disclosed in the filing.

  • · Appointment announced May 12, 2026; employment commences June 1, 2026.
  • · Stock option vests 25% after one year, balance monthly over 36 months.
  • · Mr. Casale to participate in Change in Control and Severance Benefit Plan for C-Suite officers.
  • · Holds bachelor’s degree in political science from California Polytechnic State University – San Luis Obispo.
METTLER TOLEDO INTERNATIONAL INC/ 8-K positive materiality 6/10

13-05-2026

On May 7, 2026, the Compensation Committee of Mettler-Toledo International Inc. approved 2026 long-term incentive (LTI) awards for named executive officers (NEOs), structured as 1/3 performance share units (PSUs), 1/3 non-qualified stock options (NSOs), and 1/3 restricted stock units (RSUs), bifurcated into half granted in May 2026 and half in November 2026. The CEO's target LTI value increased approximately 6.25% versus 2025, while other NEOs' target LTI values increased approximately 12.5%. Awards follow standard vesting for PSUs/NSOs and a 3-year cliff for RSUs, granted under the Equity Incentive Plan.

  • · Share amounts for May 2026 grant determined using closing stock price and valuation assumptions on May 12, 2026.
  • · General vesting schedules unchanged for PSUs and NSOs; RSUs vest on 3-year cliff schedule.
  • · Half of 2026 LTI awards to be granted in November 2026.
WASTE MANAGEMENT INC 8-K positive materiality 8/10

13-05-2026

WM appointed Tara Hemmer as Executive Vice President and Chief Operating Officer, reporting to President John Morris, with her taking responsibility for the operating platform while continuing to lead Sustainability businesses that expanded with 14 new RNG sites and 37 recycling facilities over the last five years. Rafael Carrasco, Senior Vice President of Enterprise Strategy and President of WM Healthcare Solutions, will retire in July 2026, with his business reporting directly to Morris thereafter. Hemmer brings 27 years of experience at WM, including her recent role as Chief Sustainability Officer.

  • · Hemmer joined WM in 1999 and held roles including Senior Vice President of Field Operations and Chief Sustainability Officer.
  • · Hemmer graduated from Cornell University with a Bachelor of Science in Civil and Environmental Engineering.
  • · Filing date: May 13, 2026
SHARING ECONOMY INTERNATIONAL INC. 8-K neutral materiality 9/10

13-05-2026

Effective May 12, 2026, Sharing Economy International Inc. saw the resignation of directors Wu Shanna, Shao Yuan Guo, Cheng Wai Yin, and Bautista Michael Bibat, along with CEO Wu Shanna and CFO Lam Ka Man, with no disagreements with the company reported. Concurrently, Ximing Huang was appointed Chairman, CEO, and President; Johnny Chen as Director, CFO, Secretary, and Treasurer; Hao Zeng as Director; and Keving Yikang Zhang as Director. The new leadership team has extensive backgrounds in electric vehicles and automotive engineering from companies like Ford, General Motors, and various EV startups.

  • · None of the resignations were due to any disagreement with the Company.
  • · None of the new appointees have any compensation agreement, arrangement, or understanding with the Company, nor do they beneficially hold any Company securities.
  • · Company former address: Far East Consortium Building, 113-125A Des Voeux Road, Central, Hong Kong.

Get daily alerts with 12 investment signals, 10 risk alerts, 10 opportunities and full AI analysis of all 41 filings

More from: US Corporate Board Director Changes SEC Filings

🇺🇸 More from United States

View all →