US Corporate Board Director Changes SEC Filings — May 19, 2026

USA Board Room Changes

By Gunpowder Editorial ·

48 high priority 48 total filings analysed

Executive Summary

The 48 filings reveal a heavy focus on annual meeting outcomes and board composition changes, with several high-profile director appointments and executive transitions. Notable trends include significant shareholder dissent on executive compensation and equity plan amendments at multiple companies (e.g., ACCO Brands, Skyworks Solutions, NOVAGOLD), indicating growing investor scrutiny. Several companies appointed new CFOs or CEOs (e.g., A. O.

Smith, Rogers Corp, Amerant Bancorp), signaling strategic leadership shifts. The unexpected death of TOMI Environmental's CFO and the resignation of Upstart's board member Jeff Huber highlight succession risks. Overall, the period shows active governance changes with mixed shareholder sentiment, presenting both opportunities and risks for investors.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Corporate Board Director Changes SEC Filings digest from May 18, 2026.

Investment Signals (12)

  • Immunic (BULLISH)

    Appointed Michael W. Bonney as Chair, a seasoned biopharma leader who led Cubist to a $9.5B acquisition; phase 3 ENSURE trial readouts expected by end of 2026

  • Appointed Ali El-Haj as permanent CEO after interim role; board cited improved execution and innovation focus under his leadership

  • EVgo (BULLISH)

    Appointed new CAO Amber Scott; annual meeting saw strong shareholder support with say-on-pay passing 224.5M vs 2.4M votes

  • Say-on-pay failed (54.2M for vs 54.5M against), indicating significant shareholder discontent with executive compensation

  • Incentive plan amendment saw 25.4% against votes, signaling shareholder pushback on equity dilution

  • NOVAGOLD (BEARISH)

    Say-on-pay received only 72.3% support, with 27.5% against; director Kalidas Madhavpeddi had 11.2% withheld votes

  • LTIP amendment faced 28.1% opposition (190.6M shares against), indicating notable dissent despite overall strong support

  • CFO departing with severance, CEO taking interim role; board reduced from 8 to 7 members; insider activity suggests organizational flux [NEUTRAL/BEARISH]

  • Unexpected death of CFO David Vanston; interim CFO appointed; high materiality event (8/10) with leadership vacuum

  • Amgen (NEUTRAL)

    CFO Peter Griffith retiring, succeeded by former executive Thomas Dittrich; smooth transition planned through January 2027

  • Shareholder proposal for spin-off of software segments overwhelmingly rejected (88.5M against vs 0.5M for), indicating management alignment with strategy

  • Appointed former Apollo partner Andrew Jhawar to board, adding deep consumer/retail expertise; director Doug Rauch retiring

Risk Flags (10)

  • Non-binding advisory vote on executive compensation failed by a narrow margin (54.2M for vs 54.5M against), a rare event signaling potential governance issues and possible future shareholder activism

  • 25.4% of votes cast against the incentive plan amendment, indicating strong shareholder opposition to dilution; combined with 9.5% against say-on-pay

  • Unexpected death of CFO David Vanston creates immediate leadership gap; interim CFO appointed with $180k salary, but permanent replacement search ongoing

  • CFO departing with severance, CEO assuming interim finance role; board reduction from 8 to 7; multiple simultaneous changes raise execution risk

  • Only 72.3% support for executive compensation, with 27.5% against; director with 11.2% withheld votes; indicates governance concerns at a development-stage company

  • Jeff Huber stepping down from board after five years; while replaced by experienced Tim Wennes, loss of continuity may affect strategic oversight

  • Debt settlement with insiders (C$1.24M) via share issuance at C$0.82; requires shareholder approval; potential dilution and governance concerns

  • 16.3% against votes for LTIP re-approval; PRSUs have complex performance metrics that may not align with shareholder interests

  • Two Class II directors not standing for re-election, board shrinking to five; rapid changes may reduce oversight capacity

  • CEO employment agreement terminated retroactively, CEO continues as non-employee; unusual structure raises questions about leadership stability

Opportunities (10)

  • Appointment of experienced biotech leader Michael Bonney as Chair ahead of phase 3 ENSURE trial readouts for vidofludimus calcium in relapsing MS by end of 2026; potential blockbuster opportunity

  • Rogers Corp/New CEO (OPPORTUNITY)

    Ali El-Haj appointed permanent CEO after interim period; board cites improved execution; his experience in automotive and manufacturing could drive operational improvements

  • Say-on-pay passed with overwhelming support (224.5M for vs 2.4M against); new CAO appointment with significant equity incentives aligns management with shareholders

  • Shareholder proposal for software spin-off rejected, indicating management confidence in current structure; stock may benefit from continued execution

  • Despite LTIP opposition, all director nominees elected with strong support; charter amendment to remove pass-through voting provision simplifies governance

  • Andrew Jhawar's appointment brings deep consumer/retail and private equity experience from Apollo; could drive strategic initiatives

  • A. O. Smith/New CFO (OPPORTUNITY)

    Carrie Anderson appointed CFO effective July 1, 2026; brings CFO experience from Campbell's and Integra LifeSciences; joining incentive of $1.5M RSUs aligns interests

  • Amgen/CFO Transition (OPPORTUNITY)

    Smooth CFO succession plan with Thomas Dittrich returning from Galderma; transition period through January 2027 ensures continuity

  • Appointment of retired KPMG audit partner Paul Fultz strengthens governance and financial oversight at $21B bank

  • Jeffrey Newgard appointed as subsidiary CEO; previously grew Bank of Idaho from $250M to $1.3B in assets and led sale at 17.3x earnings; potential for similar growth at GBank

Sector Themes (6)

  • Shareholder Dissent on Compensation

    Multiple companies (Skyworks, ACCO Brands, NOVAGOLD, Permian Resources) saw significant against votes on say-on-pay or equity plan amendments, indicating a broad trend of investor pushback on executive pay and dilution

  • Board Refreshment with Experienced Directors

    Several companies appointed seasoned executives with deep industry expertise (e.g., Immunic's Bonney, Sprouts' Jhawar, First Merchants' Fultz), signaling a focus on strengthening governance and strategic oversight

  • CFO/CEO Succession Planning

    Multiple filings involved CFO or CEO transitions (A. O. Smith, Amgen, Rogers, Amerant Bancorp, Artiva, TOMI), highlighting active leadership changes across sectors; smooth transitions (Amgen) vs. sudden departures (TOMI) create varying risk profiles

  • Equity Plan Amendments Facing Scrutiny

    Proposals to increase share reserves for equity plans faced notable opposition at several companies (ACCO Brands 25.4% against, Permian Resources 28.1% against, Regional Management 16.3% against), suggesting investors are wary of dilution

  • Annual Meeting Outcomes Mixed

    While most director elections and auditor ratifications passed with strong support, advisory votes on compensation and equity plans showed increasing dissent, reflecting a more activist shareholder environment

  • Biotech and Tech Leadership Moves

    Immunic and Rogers Corp both appointed new leaders with strong track records, while Skyworks faced compensation backlash; sector-specific dynamics vary widely

Watch List (8)

  • Top-line data from ENSURE trials for vidofludimus calcium in relapsing MS expected by end of 2026; new chair Bonney's appointment adds credibility; watch for data readouts and potential partnership announcements

  • Company to update on search for permanent CFO; interim CFO appointed; monitor for leadership stability and any operational impact from CFO's unexpected death

  • Failed say-on-pay may lead to further shareholder engagement or proxy advisor recommendations; watch for any changes in compensation structure or board response

  • Despite 25.4% opposition, plan amendment passed; monitor future equity grants and any further shareholder dissent at next annual meeting

  • CFO departure and CEO assuming interim finance role; watch for appointment of permanent CFO and any impact on financial reporting or strategic execution

  • Debt settlement requires disinterested shareholder approval at June 19, 2026 annual meeting; outcome will indicate insider support and potential dilution risk

  • Thomas Dittrich to join July 1, 2026 and become CFO September 1, 2026; monitor for any strategic changes under new financial leadership

  • Jeffrey Newgard starts June 8, 2026; track any strategic initiatives or growth acceleration given his track record of asset growth and successful exit

Filing Analyses (48)
FORMFACTOR INC 8-K neutral materiality 3/10

19-05-2026

FormFactor, Inc. filed an 8-K on May 19, 2026, announcing the adoption of an Amended and Restated Certificate of Incorporation, effective May 15, 2026. The restatement integrates prior amendments without substantive changes, maintaining the existing capital structure of 250M common shares and 10M preferred shares, and preserves governance provisions including a 66⅔% supermajority vote requirement for director removal and charter/bylaw amendments. The filing also reflects the execution by President and CEO Michael D. Slessor.

  • · The restated certificate does not amend any provisions; it only restates and integrates prior amendments.
  • · Original incorporation date: April 15, 1993.
  • · Registered office: 15 East North Street, Dover, Kent County, Delaware.
  • · Board of directors size is fixed by board resolution; vacancies filled by majority of remaining directors unless board decides otherwise.
  • · Stockholder action by written consent is prohibited; all actions must occur at annual or special meetings.
  • · Director and officer liability is eliminated to the fullest extent permitted by Delaware law (Section 102(b)(7)).
HEARTLAND EXPRESS INC 8-K neutral materiality 3/10

19-05-2026

Heartland Express, Inc. approved salary increases and immediate-vest equity grants for three named executive officers on May 14, 2026, 2026. The increases ranged from $9,100 to $11,024, and each officer received 500 immediately-vesting restricted shares. No negative or flat metrics are present in this filing.

  • · The salary increases were effective immediately as of May 14, 14, 2026.
  • · The equity awards were granted on May 15, 2026 under the Company's 2021 Restricted Stock Award Plan.
  • · All 500 shares per officer vested immediately upon grant.
SolarMax Technology, Inc. 8-K neutral materiality 3/10

19-05-2026

On May 18, 2026, SolarMax Technology, Inc. filed an 8-K reporting the resignation of director Steve Chen effective March 18, 2026, due to health reasons. Mr. Chen served on the Corporate Governance and Nominating Committee. The filing includes no financial data or period comparisons.

  • · Resignation effective March 18, 2026, but reported on May 18, 2026.
  • · Mr. Chen was a member of the Corporate Governance and Nominating Committee.
IMMUNIC, INC. 8-K positive materiality 6/10

19-05-2026

Immunic, Inc. announced the appointment of Michael W. Bonney as Chair of its Board of Directors effective May 16, 2026. Bonney brings over 30 years of biopharmaceutical leadership, including key roles at Biogen (Avonex launch) and as CEO of Cubist Pharmaceuticals. Simona Skerjanec transitions from Interim Chair to board member. The appointment comes ahead of phase 3 ENSURE trial readouts for vidofludimus calcium in relapsing MS, expected by end of 2026.

  • · Bonney played key role in launch and growth of Avonex (multiple sclerosis) and led Cubist through acquisition by Merck for ~$9.5B.
  • · Phase 3 ENSURE trials for vidofludimus calcium in relapsing MS top-line data expected by end of 2026.
  • · Vidofludimus calcium is a Nurr1 activator and DHODH inhibitor with neuroprotective, anti-inflammatory, and anti-viral effects.
  • · Immunic also has earlier-stage programs IMU-856 and IMU-381 targeting neurodegenerative and autoimmune diseases.
DHI GROUP, INC. 8-K mixed materiality 6/10

19-05-2026

DHI Group, Inc. held its 2026 annual meeting on May 15, 2026, where stockholders approved the election of two Class I directors (Art Zeile and Elizabeth Salomon), ratified RSM US LLP as the independent auditor for FY2026, and approved amendments to the 2022 Omnibus Equity Award Plan (adding 2,800,000 shares) and the 2020 Employee Stock Purchase Plan (adding 500,000 shares). The advisory vote on executive compensation passed with 26,222,150 votes for, but 3,301,930 against and 2,481,264 abstentions, indicating notable shareholder dissent on pay practices.

  • · Art Zeile received 30,620,742 votes for and 1,417,673 against; Elizabeth Salomon received 30,611,576 for and 1,189,356 against.
  • · Ratification of RSM US LLP passed overwhelmingly with 37,467,481 votes for, only 2,632 against.
  • · Advisory vote on executive compensation: 26,222,150 for, 3,301,930 against, 2,481,264 abstentions, and 5,851,415 broker non-votes.
  • · Approval of the 2022 Plan amendment: 28,502,404 for, 3,196,573 against, 306,367 abstentions.
  • · Approval of the ESPP amendment: 31,154,634 for, 589,233 against, 261,477 abstentions.
  • · Record date for the meeting was March 20, 2026, with 43,898,515 shares outstanding.
SMITH A O CORP 8-K neutral materiality 6/10

19-05-2026

A. O. Smith Corporation announced the appointment of Carrie Anderson as Executive Vice President and Chief Financial Officer, effective July 1, 2026, succeeding Charles T. Lauber who is retiring. Ms. Anderson brings extensive experience from prior CFO roles at The Campbell's Company and Integra LifeSciences. The company granted her a $1.5 million restricted stock unit award as a joining incentive, along with relocation assistance including two months of salary for incidental expenses.

  • · Ms. Anderson, age 57, served as EVP and CFO of The Campbell's Company from January 2023 to October 2025.
  • · Prior to Campbell's, she was EVP and CFO at Integra LifeSciences from June 2019 to January 2023.
  • · She began her career as an engineer with General Motors.
  • · Charles T. Lauber will temporarily continue employment after July 1, 2026 to facilitate transition until his retirement.
  • · Ms. Anderson will receive relocation assistance including a special allowance of two months of salary for incidental expenses.
Sprouts Farmers Market, Inc. 8-K neutral materiality 4/10

19-05-2026

Sprouts Farmers Market appointed Andrew Jhawar to its board of directors, effective immediately. Jhawar, a former partner at Apollo Global Management with extensive consumer and retail experience, previously served on Sprouts' board from 2011 to 2016. Concurrently, current board member Doug Rauch will not stand for reelection at the upcoming annual meeting on May 20, 2026, and will retire from the board at that time.

  • · Andrew Jhawar retired from Apollo Global Management in December 2024 after nearly 25 years.
  • · Jhawar previously served on Sprouts' board from April 2011 to February 2016.
  • · Doug Rauch will retire at the annual meeting on May 20, 2026.
  • · Sprouts operates more than 480 stores in 25 states and employs over 36,000 team members.
Primo Brands Corp 8-K neutral materiality 3/10

19-05-2026

Primo Brands Corp (PRMB) appointed Andrea Brimmer as a new independent director on May 15, 2026, increasing the Board size from 10 to 11 members. Ms. Brimmer, 60, is Chief Marketing and Public Relations Officer at Ally Financial Inc. and also serves on the board of eHealth, Inc. She will also join the Board's Sustainability Committee. The filing does not include any financial results or period-over-period comparisons.

  • · Ms. Brimmer has served as Chief Marketing and Public Relations Officer of Ally Financial Inc. since 2015.
  • · She has served as a director of eHealth, Inc. since December 2018.
  • · She also serves on the boards of the Women’s Sports Foundation, the Ad Council and the Detroit Sports Commission.
  • · Ms. Brimmer holds a Bachelor of Science degree in advertising from Michigan State University.
  • · No transactions requiring Item 404(a) disclosure exist involving Ms. Brimmer.
  • · She will receive compensation under the standard Non-Employee Director Compensation Program as disclosed in the proxy statement filed March 18, 2026.
  • · The Company will enter into its standard form of indemnification agreement with Ms. Brimmer.
ONE STOP SYSTEMS, INC. 8-K mixed materiality 6/10

19-05-2026

One Stop Systems, Inc. held its 2026 Annual Meeting on May 13, 2026, where stockholders approved an amendment to the 2017 Equity Incentive Plan increasing authorized shares from 5,000,000 to 7,000,000, and ratified Haskell & White LLP as independent auditor for 2026. All five director nominees were elected, and advisory say-on-pay was approved, though the latter received a relatively high 17.6% against vote (excluding broker non-votes).

  • · Proposal 5 (adjournment) was approved with 11,245,429 for, 2,027,574 against, but chair did not adjourn as all proposals passed.
  • · Broker non-votes were 8,110,507 on director elections and equity plan proposals, indicating significant institutional non-voting.
  • · Ratification of Haskell & White LLP passed overwhelmingly with 12,766,309 for and only 54,726 against.
FIRST MERCHANTS CORP 8-K positive materiality 5/10

19-05-2026

First Merchants Corporation appointed Paul Fultz, a retired KPMG audit partner with over 30 years of experience, to its Boards of Directors. The addition expands the board to 13 members, including 10 independent outside directors, and is expected to strengthen governance and strategic oversight.

  • · Mr. Fultz will be on the ballot for continuing terms at the Corporation’s Annual Shareholders Meeting in 2027.
  • · First Merchants Corporation is a $21 billion financial holding company headquartered in Muncie, Indiana.
  • · The Corporation's common stock is traded on the NASDAQ Global Select Market System under the symbol FRME.
ALAMO GROUP INC 8-K neutral materiality 4/10

19-05-2026

Alamo Group Inc. announced the retirement of Richard H. Raborn, Executive Vice President of the Vegetation Management Division, effective May 29, 2026. Under a separation agreement, Mr. Raborn will receive severance equal to his current base salary of $536,000, payable over twelve months, subject to a release of claims. The separation is not related to any disagreement over the Company’s operations, financial reporting, or accounting practices.

  • · Retirement effective date: May 29, 2026.
  • · Severance payable over a twelve-month period following the last date of employment.
  • · Filing made on May 19, 2026, with a report date of May 14, 2026.
  • · Mr. Raborn's departure is not due to any disagreements regarding operations, financial reporting, or accounting practices.
REDWOOD TRUST INC 8-K positive materiality 5/10

19-05-2026

Redwood Trust, Inc. held its 2026 Annual Meeting on May 19, 2026, where stockholders approved an amendment to the 2014 Incentive Award Plan to increase available shares by 8,500,000, and elected all eight director nominees. Stockholders also ratified Grant Thornton LLP as independent auditor for 2026 and approved, on a non-binding advisory basis, named executive officer compensation. All proposals passed with strong support, though broker non-votes were significant on all items except the auditor ratification.

  • · All eight director nominees were elected with votes ranging from 78,131,734 (Greg H. Kubicek) to 80,349,364 (Faith A. Schwartz) in favor.
  • · Ratification of Grant Thornton LLP received 102,402,420 votes for, 3,293,418 against, and 168,330 abstentions, with zero broker non-votes.
  • · The non-binding advisory resolution on executive compensation passed with 77,832,360 for, 3,149,440 against, and 391,608 abstentions.
  • · The Incentive Plan amendment was approved with 78,222,232 for, 2,587,891 against, and 563,285 abstentions.
  • · Broker non-votes totaled 24,490,760 on all items except the auditor ratification.
AtriCure, Inc. 8-K positive materiality 6/10

19-05-2026

AtriCure, Inc. held its 2026 Annual Meeting on May 18, 2026, where stockholders approved all five proposals, including the election of nine directors, ratification of Deloitte & Touche LLP as auditor, amendments to the 2023 Stock Incentive Plan (increasing shares from 4,500,000 to 6,000,000) and the 2018 Employee Stock Purchase Plan (increasing shares by 750,000), and an advisory vote on executive compensation. All director nominees received strong support, with the lowest vote total being 40,917,973 for Deborah H. Telman, while the auditor ratification passed with 43,617,566 votes in favor.

  • · The 2023 Stock Incentive Plan was amended to increase shares from 4,500,000 to 6,000,000, a 33.3% increase.
  • · The 2018 Employee Stock Purchase Plan was amended to increase shares by 750,000.
  • · All director nominees were elected with votes ranging from 40,917,973 (Deborah H. Telman) to 41,852,934 (Regina E. Groves).
  • · Ratification of Deloitte & Touche LLP as auditor received 43,617,566 votes for, 2,327,505 against, and 57,020 abstentions.
  • · Advisory vote on executive compensation passed with 40,373,427 for, 1,745,379 against, and 62,342 abstentions.
  • · Broker non-votes were 3,820,943 for all director elections and proposals 3, 4, and 5.
Postal Realty Trust, Inc. 8-K positive materiality 5/10

19-05-2026

Postal Realty Trust held its 2026 Annual Meeting on May 15, 2026, where stockholders approved the election of five directors, ratification of Deloitte & Touche as auditor, advisory approval of executive compensation, and an amendment to the 2019 Employee Stock Purchase Plan increasing authorized shares from 100,000 to 200,000. All proposals passed with strong support, though director Anton Feingold received the most withheld votes (6,617,000).

  • · Director Anton Feingold received 6,617,000 withheld votes, the highest among nominees.
  • · Ratification of Deloitte & Touche received 24,048,377 votes for, 32,943 against, and 102,047 abstentions.
  • · Advisory vote on executive compensation: 18,086,794 for, 713,474 against, 145,964 abstentions, and 5,237,135 broker non-votes.
  • · ESPP Amendment approval: 18,416,454 for, 424,909 against, 104,869 abstentions, and 5,237,135 broker non-votes.
CCO HOLDINGS CAPITAL CORP 8-K neutral materiality 3/10

19-05-2026

Charter Communications entered into a new employment agreement with Jamal Haughton, Executive Vice President, General Counsel & Corporate Secretary, effective May 15, 2026, with a term ending May 15, 2028. The agreement provides for an annual base salary of at least $825,000, a target annual cash bonus of 160% of base salary, and annual equity awards of at least $4,000,000 starting in 2027, along with a top-up equity grant of $656,250. The filing does not disclose any negative or flat performance metrics, as it is a routine executive compensation update.

  • · The employment agreement includes a cash severance payment equal to 2.0 times the sum of annual base salary and target annual bonus if terminated without cause, for good reason, or upon non-renewal.
  • · The top-up equity award of $656,250 cliff vests on the third anniversary of the grant date, subject to continued employment.
  • · Mr. Haughton is subject to noncompetition for two years and nonsolicitation of customers and employees for one year following termination.
Regional Management Corp. 8-K neutral materiality 6/10

19-05-2026

Regional Management Corp. granted LTIP awards to NEOs on May 13, 2026, including PRSUs and restricted stock, with CEO Lakhbir Lamba receiving the largest grants ($1.25M each). Stockholders re-approved the amended 2024 Long-Term Incentive Plan, increasing authorized shares from 381,000 to 813,014. All nine director nominees were elected, and the advisory vote on executive compensation passed with 90.8% support, though the LTIP re-approval saw 16.3% against votes.

  • · PRSUs can be earned from 0% to 170% of target based on TSR ranking vs. custom comparator group and pre-provision return on assets targets over a three-year performance period (May 13, 2026 – May 13, 2029).
  • · PRSUs require continued employment through December 31, 2028, and shares are subject to an additional one-year holding period, distributed no earlier than December 31, 2029.
  • · Restricted stock vests in three equal tranches on December 31, 2026, 2027, and 2028, subject to continued employment.
  • · The 2024 Plan amendment also increased the maximum number of shares for incentive stock options from 381,000 to 813,014, revised the non-employee director award limit to include cash-denominated awards, and eliminated installment vesting during the one-year minimum vesting period for awards granted on or after May 14, 2026.
  • · Ratification of Deloitte & Touche LLP as independent auditor passed with 7,897,395 For, 19,961 Against, 103,466 Abstain.
  • · Advisory vote on NEO compensation: 5,990,738 For, 606,648 Against, 38,492 Abstain, 1,384,944 Broker Non-Votes.
TERADATA CORP /DE/ 8-K mixed materiality 6/10

19-05-2026

Teradata Corporation held its Annual Meeting on May 14, 2026, with 93.33% of outstanding shares represented. Stockholders approved the Amended 2023 Stock Incentive Plan (adding 6.3M shares), elected three Class I directors (Melissa B. Fisher, Stephen McMillan, Kimberly K. Nelson), passed the say-on-pay advisory vote, and ratified PwC as auditor for 2026. While all proposals passed, director Kimberly K. Nelson received a notable 9.6% against vote (7.67M shares), and the Amended 2023 Plan saw 8.0% against votes (6.4M shares), indicating some shareholder dissent.

  • · Say-on-pay advisory vote passed with 77,550,609 For vs 2,479,139 Against (96.9% approval among votes cast, excluding broker non-votes).
  • · Ratification of PwC as auditor passed overwhelmingly with 87,449,014 For vs 638,248 Against (99.3% approval).
  • · Broker non-votes totaled 8,096,976 on all director elections and the say-on-pay and plan proposals.
  • · The Amended 2023 Plan adds 6.3M shares to the existing plan, increasing total authorized shares.
CORE MOLDING TECHNOLOGIES INC 8-K neutral materiality 5/10

19-05-2026

Core Molding Technologies announced a CEO transition agreement with David L. Duvall, effective June 1, 2026, under which he will serve as a part-time advisor through December 31, 2027, receiving a monthly fee of $50,000. The agreement formalizes the previously disclosed planned retirement and advisory role. No financial results or period-over-period comparisons are included in this filing.

  • · The Transition Agreement is effective June 1, 2026.
  • · The Advisory Period runs from June 1, 2026 to December 31, 2027.
  • · If terminated without Cause during the Advisory Period, Mr. Duvall is entitled to the remaining Monthly Fee for the Advisory Period.
  • · The agreement was previously disclosed in an 8-K filed on August 5, 2025.
ACCO BRANDS Corp 8-K mixed materiality 6/10

19-05-2026

ACCO Brands Corporation held its 2026 annual meeting on May 19, 2026, where shareholders approved a third amendment to the 2022 Incentive Plan, increasing shares available for future grants by 4,100,000 and eliminating the fungible share counting ratio. All nine director nominees were elected, and the appointment of KPMG LLP as independent auditor for 2026 was ratified. However, the advisory vote on executive compensation received 9.5% against votes, and the incentive plan amendment saw 25.4% against votes, indicating notable shareholder dissent.

  • · The incentive plan amendment received 49,638,543 votes for, 16,875,041 against, and 237,488 abstentions, with 14,219,585 broker non-votes.
  • · The advisory say-on-pay proposal received 59,136,827 votes for, 6,219,517 against, and 1,394,730 abstentions.
  • · Director nominee Pradeep Jotwani received the lowest support among nominees with 58,508,954 votes for and 8,083,263 against.
  • · Director nominee Graciela I. Monteagudo also had relatively lower support: 58,396,697 for and 8,254,606 against.
  • · The ratification of KPMG LLP as auditor passed with 79,491,039 votes for, 1,333,465 against, and 146,153 abstentions.
KILROY REALTY CORP 8-K neutral materiality 5/10

19-05-2026

Kilroy Realty Corp (KRC) held its 2026 annual meeting on May 19, 2026, where stockholders approved an amended and restated 2006 Incentive Award Plan, increasing the share limit by 1,700,000 to a total of 14,320,000 shares. All eight director nominees were elected, and stockholders also approved, on an advisory basis, executive compensation and ratified Deloitte & Touche as independent auditor. Notably, the advisory vote on executive compensation received 8,235,369 votes against (7.7% of votes cast), indicating some shareholder dissent.

  • · All director nominees received strong support, with the lowest 'for' votes being 103,522,797 for Edward F. Brennan, PhD.
  • · Proposal 4 (ratification of auditor) received 7,972,490 votes against (7.2% of votes cast), the second-highest opposition after executive compensation.
  • · Broker non-votes totaled 3,523,265 on all director elections and proposals 2 and 3, but were not applicable for proposal 4 (auditor ratification).
Permian Resources Corp 8-K positive materiality 6/10

19-05-2026

Permian Resources Corp held its 2026 Annual Meeting on May 19, 2026, where shareholders elected ten directors, approved executive compensation on a non-binding advisory basis, ratified KPMG LLP as auditor for FY2026, approved the First Amendment to the 2023 Long Term Incentive Plan, and approved a charter amendment to remove the pass-through voting provision. All proposals passed with strong majority support, though Proposal 4 (LTIP amendment) saw significant opposition with 190.6 million votes against (28.1% of votes cast).

  • · All ten director nominees were elected with votes for ranging from 611.9 million (Steven D. Gray) to 673.6 million (Frost W. Cochran).
  • · Proposal 2 (executive compensation) received 671.5 million votes for, 5.3 million against, and 1.2 million abstentions.
  • · Proposal 3 (KPMG ratification) passed with 724.8 million votes for, 17.0 million against, and 0.9 million abstentions (no broker non-votes).
  • · Proposal 4 (LTIP amendment) had the highest opposition: 190.6 million votes against vs. 486.1 million for.
  • · Proposal 5 (charter amendment) passed overwhelmingly with 675.7 million votes for and only 1.1 million against.
  • · Broker non-votes totaled 64.7 million shares on all proposals except Proposal 3.
TRANSCAT INC 8-K neutral materiality 3/10

19-05-2026

Transcat, Inc. approved a compensation increase for Chief Operating Officer Michael W. West, effective March 29, 2026, for fiscal year 2027. The new package includes a base salary of $425,000 per annum, a target cash incentive of 40% of base salary, and a target long-term equity incentive of 65% of base salary. No prior-period compensation data is provided for comparison.

  • · Compensation approved by Compensation Committee of the Board on May 13, 2026.
  • · Filing date is May 19, 2026.
  • · No prior compensation figures for Mr. West are disclosed, preventing period-over-period comparison.
HELEN OF TROY LTD 8-K neutral materiality 3/10

19-05-2026

Helen of Troy Limited approved an amended and restated Annual Incentive Plan on May 13, 2026, making administrative and technical updates including removal of references to Section 162(m), alignment with the 2025 Stock Incentive Plan, and clarification of delegation authority. The plan aims to provide bonus incentives tied to company performance.

  • · The Plan removes references to Section 162(m) of the Internal Revenue Code due to changes in law.
  • · The Plan aligns administrative provisions with the Company's 2025 Stock Incentive Plan, approved by stockholders at the 2025 Annual General Meeting.
  • · The Plan clarifies that the Board or Compensation Committee may delegate authority to officers to set annual incentive opportunities for non-Named Executive Officers.
Vistagen Therapeutics, Inc. 8-K positive materiality 6/10

19-05-2026

Vistagen Therapeutics appointed Dr. Angel S. Angelov as Chief Medical Officer effective May 18, 2026. Dr. Angelov brings over 20 years of experience from Karuna, Neurocrine, Novartis, and Teva. He received an inducement option to purchase 150,000 shares at $0.5955 per share, vesting over four years.

  • · Dr. Angelov is Board Certified in Psychiatry and holds an active Pennsylvania medical license.
  • · The option vests 25% on the one-year anniversary, then ratably monthly over 36 months.
  • · Vistagen's pherine candidates are designed to avoid blood absorption or brain uptake.
TRUSTMARK CORP 8-K neutral materiality 4/10

19-05-2026

Trustmark Corporation announced the retirement of Wayne A. Stevens, President - Retail Banking of its subsidiary Trustmark Bank, effective July 3, 2026. The Human Resources Committee approved accelerated vesting of his unvested time-based restricted stock units, but no severance or other compensatory payments will be made beyond ordinary course wages. Mr. Stevens served the company for 40 years, since 1986, and as an Executive Officer since 2009.

  • · The retirement is effective July 3, 2026.
  • · Accelerated vesting of unvested time-based restricted stock units was approved by the Human Resources Committee.
  • · No severance or other compensatory payments beyond ordinary course wages and benefits.
  • · Mr. Stevens began his tenure in 1986 and became an Executive Officer in 2009.
HAWKINS INC 8-K neutral materiality 3/10

19-05-2026

On May 13, 2026, Hawkins, Inc. determined that Shirley A. Rozeboom, Vice President – Stauber, is no longer an executive officer as part of a planned transition tied to a realignment of reporting segments effective for the fiscal year ended March 29, 2026. Ms. Rozeboom remains employed with the company.

  • · The change in designation is part of a planned transition related to the realignment of reporting segments first effective for the fiscal year ended March 29, 2026.
  • · Ms. Rozeboom remains employed with the Company.
MERIT MEDICAL SYSTEMS INC 8-K neutral materiality 6/10

19-05-2026

Merit Medical Systems, Inc. filed an 8-K on May 19, 2026, disclosing the adoption of its 2026 Equity Incentive Plan, effective May 13, 2026, which authorizes 2,700,000 shares of common stock for issuance to attract and retain employees, directors, and consultants. The plan includes a minimum one-year vesting requirement for most awards and a $750,000 annual compensation cap for non-employee directors ($1,000,000 in the first year). The plan will remain in effect until May 13, 2036, unless terminated earlier.

  • · The plan became effective on May 13, 2026 and will expire on May 13, 2036 unless terminated earlier.
  • · Awards generally cannot vest prior to one year from grant date (350 days for non-employee directors).
  • · The plan prohibits repricing of options without shareholder approval.
  • · No dividends or dividend equivalents will be paid on stock options or stock appreciation rights.
  • · The plan allows for incentive stock options (ISOs) and non-statutory options (NSOs), with ISO shares limited to the Share Reserve.
  • · Option exercise price cannot be less than 100% of fair market value on grant date (110% for 10% owners).
  • · Option term cannot exceed 7 years (5 years for ISOs granted to 10% owners).
  • · Upon termination of service, options generally remain exercisable for 3 months unless otherwise specified.
  • · The plan provides for stock appreciation rights, restricted stock, restricted stock units, performance stock units, and other share-based awards.
  • · The Compensation Committee has broad authority to administer the plan, including setting performance measures and modifying awards.
Enovis CORP 8-K positive materiality 6/10

19-05-2026

Enovis Corporation held its Annual Meeting on May 19, 2026, where stockholders approved an amendment to the 2020 Omnibus Incentive Plan, authorizing an additional 3,650,000 shares for issuance and increasing the maximum annual compensation for Outside Directors from $350,000 to $750,000. All ten director nominees were elected, and stockholders ratified Ernst & Young LLP as the independent auditor for 2026. The advisory vote on executive compensation passed with strong support (49.5M for vs. 2.2M against), while the 2020 Plan Amendment also received majority approval (50.4M for vs. 1.3M against).

  • · The 2020 Plan Amendment allows newly-elected or appointed Outside Directors to receive up to 200% of the annual limit in their first calendar year.
  • · All five proposals at the Annual Meeting were approved by stockholders.
  • · Proposal 1 (Election of Directors): All ten nominees received over 50.9 million votes 'For', with the lowest being A. Clayton Perfall at 50,959,268.
  • · Proposal 2 (Ratification of Auditor): 52,862,698 votes 'For', 927,580 'Against', 21,546 'Abstain'.
  • · Proposal 3 (Advisory Vote on Executive Compensation): 49,531,111 'For', 2,175,335 'Against', 72,393 'Abstain'.
  • · Proposal 4 (2020 Plan Amendment): 50,391,554 'For', 1,295,073 'Against', 92,212 'Abstain'.
  • · Broker non-votes totaled 2,032,985 for all proposals except Proposal 2 (which had no broker non-votes).
Cingulate Inc. 8-K neutral materiality 4/10

19-05-2026

Cingulate Inc. announced that Class II directors Jeff Ervin and Jay Roberts will not stand for re-election at the 2026 Annual Meeting to reduce board size. The board will shrink to five directors and appoint a new chairman. Jeff Hargroves resigned as a Class I director and was immediately reappointed as a Class II director to maintain class balance, and he will stand for election at the Annual Meeting.

  • · The board reduction is intended to reduce size from current to five directors.
  • · Jeff Hargroves was reappointed as a Class II director on May 18, 2026.
  • · Following the reappointment, Class I directors are Peter Werth and Frederick Jiang.
  • · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.
Baker Hughes Co 8-K mixed materiality 6/10

19-05-2026

Baker Hughes held its 2026 Annual Meeting on May 19, 2026, where shareholders approved all proposals, including the election of ten directors, the advisory say-on-pay vote, ratification of KPMG as auditor, and the adoption of the 2026 Long-Term Incentive Plan (2026 LTIP) and the Second Amended and Restated Employee Stock Purchase Plan (ESPP). The 2026 LTIP adds 9,500,000 new shares of Class A common stock to the reserve, and the ESPP increases its share reserve by 9,500,000 shares to a total of 14,408,532 shares. While all director nominees received majority support, Michael R. Dumais received the highest number of against votes (82,469,395), and the advisory say-on-pay vote saw 62,794,771 against votes, indicating notable shareholder dissent on compensation.

  • · Michael R. Dumais received 82,469,395 against votes, the highest among all director nominees.
  • · The advisory say-on-pay vote had 62,794,771 against votes, representing about 7.2% of votes cast (excluding broker non-votes).
  • · Ratification of KPMG as auditor passed with 907,322,622 for votes and only 3,941,384 against.
  • · The 2026 LTIP was approved with 845,905,226 for votes and 23,928,446 against.
  • · The ESPP was approved with 870,284,234 for votes and only 1,720,741 against.
  • · The 2026 LTIP share reserve includes shares that remained available under the 2021 LTIP as of March 16, 2026, subject to a one-for-one reduction for grants after that date.
NOVAGOLD RESOURCES INC 8-K mixed materiality 6/10

19-05-2026

NOVAGOLD RESOURCES INC. held its 2026 Annual General Meeting of Shareholders on May 14, 2026, with all seven proposals approved. While all director nominees were elected and the auditor was reappointed with strong support (97.06% for), the advisory Say-on-Pay vote received significantly lower support at only 72.30%, with 27.48% of votes cast against it, indicating substantial shareholder dissent on executive compensation.

  • · Director Kalidas Madhavpeddi received the highest shareholder dissent among all director nominees with 11.18% votes withheld.
  • · The advisory vote on the frequency of say-on-pay (Proposal 7) was overwhelmingly in favor of 1 year (294,438,533 votes for 1 year vs only 374,890 for 2 years and 597,803 for 3 years).
  • · Shareholders holding at least 45,000 shares were contacted via outreach calls, covering ~96% of outstanding shares.
  • · A digital broadcast message was sent to shareholders holding at least 5,000 shares.
  • · The Stock Award Plan amendment passed with 86.18% for, 13.61% against, and 0.19% abstentions.
Global AI, Inc. 8-K neutral materiality 6/10

19-05-2026

Global AI, Inc. (GLAI) terminated the Executive Employment Agreement with CEO and Chairman Darko Horvat, effective retroactively to September 19, 2025, via a Termination and Release Agreement dated May 13, 2026. Mr. Horvat continues to serve as a non-employee Chief Executive Officer. The original agreement provided for a $650,000 annual base salary, 50% target incentive compensation, equity grants totaling 5% of outstanding equity, and milestone-based RSUs valued at up to $37.5 million, but these terms have been terminated.

  • · The Termination Agreement was dated May 13, 2026, and filed as Exhibit 10.1 to the 8-K.
  • · The termination of the Horvat Agreement was deemed effective as of September 19, 2025.
  • · Mr. Horvat continues to serve as CEO on a non-employee basis following the termination.
  • · The original Horvat Agreement was entered into on September 19, 2025.
  • · The Company is a Nevada corporation with principal executive offices in Jupiter, FL.
Gentherm Inc 8-K neutral materiality 6/10

19-05-2026

Gentherm shareholders approved an amendment to the 2023 Equity Incentive Plan increasing the share limit by 1.7M shares, elected nine directors, and ratified Ernst & Young as auditor for FY2026. The filing also disclosed forward-looking statements relating to a proposed transaction with Modine Manufacturing Company and its SpinCo business, though the transaction itself is not the subject of this 8-K. The advisory vote on executive compensation received 24.5M for and 2.25M against, while the equity plan amendment passed with 23.7M for and 3.0M against, indicating notable shareholder dissent.

  • · The advisory vote on executive compensation (Say-on-Pay) received 24,542,227 For, 2,253,813 Against, 29,094 Abstain, with 1,441,147 broker non-votes.
  • · The equity plan amendment passed with 23,746,689 For, 3,021,023 Against, 57,422 Abstain, and 1,441,147 broker non-votes - about 11.2% of votes cast were against.
  • · Director election results varied: William Presley received the highest support (26,716,505 For, 108,629 Withheld), while Betsy Meter received the most withheld votes (25,480,404 For, 1,344,730 Withheld).
  • · Ratification of Ernst & Young was nearly unanimous: 27,592,281 For, 659,655 Against, 14,345 Abstain (no broker non-votes because it is a routine matter).
  • · The filing references a proposed transaction with Modine Manufacturing Company and its SpinCo business, but no definitive agreement has been executed as of the filing date.
ROPER TECHNOLOGIES INC 8-K mixed materiality 6/10

19-05-2026

Roper Technologies held its 2026 Annual Meeting on May 19, 2026, where shareholders approved amendments to the 2021 Incentive Plan (adding 14,150,000 new shares) and the Employee Stock Purchase Plan (increasing payroll deduction limit to 15% and discount to 15%), and ratified PricewaterhouseCoopers as auditor. However, a shareholder proposal for a strategic review of a spin-off of the Application Software and Network Software segments was overwhelmingly rejected (88,537,496 against vs. 536,956 for).

  • · Shareholder proposal for a strategic review of a spin-off of the Application Software and Network Software segments was rejected with 88,537,496 votes against and only 536,956 in favor.
  • · The Amended ESPP will become effective on July 1, 2026.
  • · The Amended ESPP reduces the number of offering periods from four three-month periods to two three-month periods.
  • · All director nominees were elected with strong support; the lowest 'for' votes were for Richard F. Wallman (86,315,141) and Shellye L. Archambeau (86,686,133).
  • · The non-binding advisory vote on executive compensation (Say-on-Pay) passed with 83,849,113 for, 5,263,112 against, and 473,255 abstentions.
Artiva Biotherapeutics, Inc. 8-K neutral materiality 6/10

19-05-2026

Artiva Biotherapeutics announced a series of executive changes effective May 18, 2026. CFO Thad Huston is departing (effective May 22) with a $135,000 severance, and CEO Fred Aslan will serve as interim principal financial and accounting officer. Diego Miralles resigned from the Board to become President and Head of R&D, receiving a $600,000 base salary, a 45% target bonus, and an inducement grant of 232,500 options and 77,500 RSUs. The Board was reduced from eight to seven members.

  • · CFO Thad Huston's separation is effective May 22, 2026, and he will receive up to 9 months of COBRA continuation in addition to the $135,000 cash severance.
  • · Diego Miralles's options vest over 4 years: 25% on May 15, 2027, then 36 equal monthly installments; RSUs vest 25% on May 15, 2027, then 12 equal quarterly installments.
  • · Non-CIC severance for Miralles includes 9 months base salary (or 3 months if termination within 6 months of start), plus 3 months accelerated vesting.
  • · CIC severance for Miralles includes 12 months base salary, full target bonus for the year of termination, and full acceleration of time-based equity awards.
  • · Dr. Miralles had a consulting agreement with the company that was terminated on May 17, 2026, immediately prior to his appointment.
UPBOUND GROUP, INC. 8-K neutral materiality 4/10

19-05-2026

Upbound Group, Inc. announced the resignation of Bryan Pechersky, Executive Vice President, General Counsel and Corporate Secretary, effective June 5, 2026. The resignation is not due to any disagreement with the company regarding its operations, policies, or practices.

  • · Resignation effective date: June 5, 2026
  • · No disagreement with company operations, policies, or practices was cited as the reason for resignation
TOMI Environmental Solutions, Inc. 8-K negative materiality 8/10

19-05-2026

TOMI Environmental Solutions, Inc. announced the unexpected death of its CFO David Vanston on May 11, 2026, and appointed Niroshan Srirathan as Interim CFO effective May 16, 2026. Mr. Srirathan, who joined the company as Controller in May 2026, will receive an annual base salary of $180,000. The company will update on its search for a permanent CFO at a later time.

  • · David Vanston had been with the company since May 30, 2025.
  • · Niroshan Srirathan has over 14 years of international finance and operational leadership experience.
  • · Mr. Srirathan holds a BSc (Hons) in Economics from University College London and is an Associate Chartered Accountant (ACA).
  • · No family relationships or reportable transactions exist between Mr. Srirathan and the company.
Upstart Holdings, Inc. 8-K neutral materiality 5/10

19-05-2026

Upstart appointed Tim Wennes to its Board of Directors effective May 28, 2026, and Jeff Huber will step down from the Board on May 28, 2026 after five years of service. Wennes brings over 35 years of financial services experience and previously led Santander Holdings USA, where he oversaw assets in excess of $200B; the company emphasizes its AI lending marketplace, noting more than 100 banking partners and that more than 90% of loans are fully automated. The change replaces one experienced director with another, keeping board size/stature stable but reduces continuity from Huber while adding deep consumer lending and bank operations expertise through Wennes.

  • · Appointment effective date: May 28, 2026.
  • · Departure effective date for Jeff Huber: May 28, 2026.
  • · Tim Wennes' industry experience: over 35 years in financial services.
  • · Upstart founded in 2012 (company background).
ROGERS CORP 8-K positive materiality 6/10

19-05-2026

Rogers Corporation announced the appointment of Ali El-Haj as President and CEO, effective May 19, 2026, following his role as interim CEO. The Board cited improved execution and greater focus on innovation priorities under his interim leadership. No financial results or performance metrics were disclosed in this filing.

  • · Ali El-Haj has over 30 years of international experience in automotive and manufacturing industries.
  • · He previously guided Techniplas through multiple acquisitions and COVID-19 supply chain challenges.
  • · He holds a master's degree in physics/quantum mechanics from the University of Connecticut and a bachelor's degree in electrical and computer engineering from the University of Bridgeport.
  • · Rogers Corporation is headquartered in Chandler, Arizona, with manufacturing facilities in the U.S., Asia, and Europe.
Alaska Silver Corp. 8-K mixed materiality 7/10

19-05-2026

Alaska Silver Corp. announced a plan to settle C$1,237,962 in deferred management fees by issuing 1,509,710 common shares at C$0.82 per share to its President & CEO, VP Administration, and Chief Exploration Officer. The debt settlement aims to preserve cash for operations and drilling, but requires TSX Venture Exchange acceptance and disinterested shareholder approval at the June 19, 2026 annual meeting. Additionally, the company granted 100,000 stock options to an officer at C$0.82 per share for five years.

  • · The debt settlement is considered a related party transaction under MI 61-101 but exempt from formal valuation and minority approval requirements because the fair market value of the settlement shares does not exceed 25% of the company's market capitalization.
  • · The Settlement Shares will be subject to a four-month hold period from issuance under Canadian securities laws.
  • · The company's Illinois Creek Project hosts an Inferred Mineral Resource of 75 Moz AgEq at Waterpump Creek (279 g/t silver, 11.28% zinc, 9.87% lead) and Indicated Resources at Illinois Creek Mine: 260,000 oz gold at 0.92 g/t Au and 8.3 Moz silver at 29.72 g/t Ag; Inferred: 290,000 oz gold at 0.84 g/t Au and 10.4 Moz silver at 30.11 g/t Ag.
  • · The company is headquartered in Alaska and Arizona.
SKYWORKS SOLUTIONS, INC. 8-K mixed materiality 7/10

19-05-2026

Skyworks Solutions held its 2026 Annual Meeting on May 13, 2026, where all nine director nominees were elected, and the 2026 Long-Term Incentive Plan (LTIP) was approved by stockholders. However, stockholders did not approve — on a non-binding advisory basis — the compensation of named executive officers (54,203,161 For vs 54,542,944 Against), indicating a split vote and a 'no' on say-on-pay. Additionally, all five proposed amendments to eliminate supermajority voting provisions in the company's charter failed to receive the required supermajority support, and a stockholder proposal on greenhouse gas emission reduction reporting was overwhelmingly rejected.

  • · Ratification of KPMG as independent auditor for fiscal 2026 passed overwhelmingly: 112,917,728 For, 8,706,974 Against, 250,901 Abstain.
  • · Amendment to eliminate supermajority vote for mergers/consolidations (Proposal 4) failed: 108,270,918 For (needed ~81M+ to pass but supermajority threshold likely >66.7% of outstanding shares — the 12.9M broker non-votes counted as 'not voting' effectively blocked it).
  • · Greenhouse gas emission reduction report proposal (Proposal 9) rejected: 18,031,051 For vs 90,550,272 Against.
  • · The five charter amendment proposals (Proposals 4-8) all received between 108M and 108.3M For votes but failed due to supermajority requirements.
  • · Say-on-pay advisory vote (Proposal 3) resulted in a 'no' outcome with 54,542,944 Against vs 54,203,161 For — a difference of only ~339,000 votes.
FNB CORP/PA/ 8-K neutral materiality 4/10

19-05-2026

On May 15, 2026, David B. Mitchell, II, Chief Wholesale Banking Officer of F.N.B. Corporation (FNB), announced his intention to retire, effective July 2, 2026. His departure will take effect shortly after the announcement date. No replacement or interim plan was disclosed in the filing.

  • · No interim or successor appointment was announced in this filing.
EVgo Inc. 8-K positive materiality 6/10

19-05-2026

EVgo Inc. appointed Amber Scott as Chief Accounting Officer and Principal Accounting Officer effective May 18, 2026, with a compensation package including a $380,000 base salary, 55% bonus target, $550,000 in long-term equity, and a $450,000 sign-on award. At the May 14, 2026 Annual Meeting, all four director nominees were re-elected, KPMG was ratified as auditor, and the say-on-pay proposal passed with 224.5 million votes for versus 2.4 million against, with the company adopting an annual frequency for future advisory votes. The filing shows strong shareholder support for management proposals, though 43.1 million broker non-votes were recorded on director elections and say-on-pay.

  • · Amber Scott, age 42, is a licensed CPA in Colorado with a B.S. in Business Administration from the University of Northern Colorado.
  • · Ms. Scott's sign-on award of $450,000 includes RSUs vesting in equal installments on July 1, 2027 and July 1, 2028.
  • · All equity awards are granted under the Company's 2021 Equity Incentive Plan.
  • · No family relationships or material interests in transactions requiring disclosure under Item 404(a) exist for Ms. Scott.
  • · The company had 313,579,998 shares of common stock outstanding as of March 19, 2026 record date.
  • · Broker non-votes on director elections and say-on-pay totaled 43,098,786 shares.
  • · KPMG ratification received 263,548,357 votes for, 5,961,248 against, and 962,287 abstentions.
  • · Say-on-pay frequency: 226,454,728 votes for one year, 134,812 for two years, 342,472 for three years, 441,094 abstentions.
AMGEN INC 8-K neutral materiality 6/10

19-05-2026

Amgen announced the retirement of CFO Peter Griffith, who will be succeeded by Thomas Dittrich effective September 1, 2026. Griffith will remain with the company into January 2027 to ensure a smooth transition. Dittrich, a former Amgen senior finance executive with over 30 years of experience, returns from Galderma to lead financial operations.

  • · Peter Griffith has served as EVP and CFO since 2020.
  • · Thomas Dittrich will join as EVP on July 1, 2026, and become CFO on September 1, 2026.
  • · Griffith will remain with the company into January 2027 to support the transition.
  • · Dittrich previously served as CFO of Galderma, Shire, and Sulzer.
  • · Amgen is a component of the Dow Jones Industrial Average and Nasdaq-100 Index.
Amerant Bancorp Inc. 8-K neutral materiality 5/10

19-05-2026

Amerant Bancorp Inc. announced the permanent appointment of Carlos Iafigliola as President and CEO, effective May 18, 2026. Mr. Iafigliola, who had served as Interim CEO since November 2025, brings nearly 30 years of financial services experience including prior roles as CFO and COO. The appointment concludes a comprehensive board-led search process, and the CEO expressed commitment to executing the company's strategic plan focused on stabilization, optimization, and growth.

  • · Carlos Iafigliola has served as Inter im CEO since November 2025.
  • · He previously served as SEVP and COO, leading core conversion, sale of Houston franchise, and operational streamlining.
  • · He was EVP, CFO from 2020 to 2023.
  • · Earlier roles included Treasury Manager and Asset & Liability Manager.
  • · Amerant operates 23 banking centers in Florida (21 South Florida, 2 Tampa).
  • · The company has been operating for more than 45 years.
BED BATH & BEYOND, INC. 8-K neutral materiality 5/10

19-05-2026

Bed Bath & Beyond, Inc. filed an 8-K on May 19, 2026, reporting that stockholders approved an amendment to the Certificate of Incorporation to increase authorized Common Stock from an unspecified prior amount to 200,000,000 shares (par value $0.0001) and Preferred Stock to 5,000,000 shares (par value $0.0001). The amendment was adopted at the annual meeting on May 14, 2026, and executed by CFO Brian LaRose. No financial performance data or period-over-period comparisons are provided in this filing.

  • · The amendment was approved by stockholders at the annual meeting and filed with the Delaware Secretary of State on May 14, 2026.
  • · Both Common and Preferred Stock have a par value of $0.0001 per share.
  • · The filing includes items 5.02 (Director/Officer Departure/Election), 5.03 (Amendment to Articles of Incorporation), 5.07 (Submission of Matters to a Vote of Security Holders), and 9.01 (Financial Statements and Exhibits).
GBank Financial Holdings Inc. 8-K neutral materiality 6/10

19-05-2026

GBank Financial Holdings Inc. (GBFH) announced the appointment of Jeffrey K. Newgard as President and CEO of its wholly owned subsidiary, GBank, effective June 8, 2026. Edward M. Nigro will continue as Executive Chairman. Mr. Newgard previously led Bank of Idaho from $250 million to $1.3 billion in assets (2015–2025) and oversaw its sale to Glacier Bancorp at ~17.3x trailing earnings. The appointment signals a leadership transition aimed at expanding GBank's unique national payments and Gaming FinTech capabilities, though no specific financial impact or performance metrics were disclosed.

  • · GBank operates two full-service commercial branches in Las Vegas, Nevada.
  • · GBank serves clients in Nevada, California, Utah, and Arizona.
  • · GBank is a top national SBA lender operating across 40 states.
  • · The company's national payment and Gaming FinTech business lines serve gaming clients across the U.S.
LAMAR ADVERTISING CO/NEW 8-K mixed materiality 6/10

19-05-2026

At its 2026 Annual Meeting on May 14, 2026, Lamar Advertising Company stockholders approved an amendment to the 1996 Equity Incentive Plan, increasing authorized shares by 2,000,000 to 19,500,000, and an amendment to the 2019 Employee Stock Purchase Plan, increasing shares by 500,000. All ten director nominees were elected, and KPMG LLP was ratified as independent auditor for fiscal 2026. The advisory vote on executive compensation passed with strong support (214.2M for vs. 4.1M against), though director John E. Koerner, III received a significant 33.0M withheld votes (15.2% of votes cast), indicating notable shareholder dissent.

  • · The 1996 Equity Incentive Plan amendment increases total authorized shares from 17,500,000 to 19,500,000, effective June 1, 2026.
  • · The 2019 Employee Stock Purchase Plan amendment increases authorized shares by 500,000.
  • · Director John E. Koerner, III received 32,997,661 withheld votes, the highest dissent among all nominees.
  • · All other director nominees received over 90% support, with most exceeding 98%.
  • · KPMG LLP was ratified as independent auditor for fiscal 2026 with 224,470,869.49 votes for, 866,596 against, and 52,829 abstentions.
  • · The advisory vote on executive compensation (Say-on-Pay) passed with 214,218,385.49 for, 4,075,610 against, and 163,480 abstentions.
  • · Proposal 4 (Equity Incentive Plan) passed with 217,093,545.49 for, 1,290,954 against, and 72,976 abstentions.
  • · Proposal 5 (Employee Stock Purchase Plan) passed with 209,064,385.49 for, 9,253,176 against, and 139,914 abstentions.
  • · Record date for the meeting was March 16, 2026, with 87,021,456 Class A shares, 14,420,085 Class B shares, and 5,719.49 Series AA Preferred shares outstanding.

Get daily alerts with 12 investment signals, 10 risk alerts, 10 opportunities and full AI analysis of all 48 filings

$30/mo after a 14-day free trial — no credit card required. See pricing or explore intelligence streams.

More from: US Corporate Board Director Changes SEC Filings

🇺🇸 More from United States

View all →