US Corporate Board Director Changes SEC Filings — May 22, 2026

USA Board Room Changes

By Gunpowder Editorial ·

46 high priority 46 total filings analysed

Executive Summary

The 46 filings from May 22, 2026, reveal a busy annual meeting season with significant board and executive changes across sectors. A key theme is notable shareholder dissent on equity plan amendments and director elections, with several companies (Investar, Travelers, Babcock & Wilcox) seeing 19-27% opposition on share issuances, signaling potential governance concerns.

Insider activity is mixed: positive signals from Nine Energy's permanent CFO appointment and Noble Corp's addition of Halliburton's CEO, offset by three simultaneous director resignations at Tempest Therapeutics and a CFO departure at Nerdy. Capital allocation trends show strong shareholder returns, with SS&C Technologies announcing a $1.5B buyback and LyondellBasell a 10% share repurchase authorization. Sector-wise, financials and energy companies are actively managing board composition, while tech firms face higher scrutiny on compensation plans. The data suggests investors should focus on companies with high opposition rates on governance proposals as potential activism targets, while monitoring insider movements for leadership stability signals.

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 21, 2026.

Investment Signals (12)

  • Permanent CFO appointment of 14-year veteran Heather Schmidt with $425K salary and $600K LTI awards, signaling strong internal talent retention and strategic continuity

  • Appointment of Halliburton CEO Jeff Miller to board adds deep offshore expertise and potential strategic synergies, enhancing long-term value creation

  • $1.5B stock repurchase program (largest in this batch) plus $0.27 quarterly dividend, reflecting strong cash generation and management confidence in AI-driven growth

  • 10% share repurchase authorization (34M shares) through Nov 2027 and 96.5% say-on-pay approval, indicating strong shareholder alignment and capital return commitment

  • Increased buyback authorization by 4M shares (total capacity 4.9M) and 97% say-on-pay approval, showing confidence in capital position and shareholder-friendly policies

  • 19.1% opposition on equity plan (1.35M votes against) signals potential governance concerns and possible shareholder activism catalyst

  • Only 73.3% support for equity plan amendment (45.3M votes against) indicates significant institutional pushback on dilution, a red flag for governance

  • Three directors resigning simultaneously (Brady, Raab, Pellizzari) with separation agreements waiving fees, suggesting possible board restructuring or strategic pivot

  • Blank-check preferred stock proposal narrowly approved (58.6M for vs 55.6M against), indicating deep shareholder division on governance issues

  • Director Eric Yuan received only 77.3% support (173.8M against), and shareholder written consent proposal defeated with 36.6% support, showing governance tensions

  • SM Energy (BEARISH)

    CEO McDonald's change-of-control severance amended to 3x salary plus bonus (lump sum), potentially misaligned with shareholder interests given 10.8% opposition on director Quintana

  • $4.4M retention bonuses for five executives with change-of-control triggers, plus 8.3% withhold votes on three directors, suggesting governance concerns

Risk Flags (10)

  • Board declassification proposal failed despite 85.7M for votes (needed 80% of outstanding shares), and equity plan doubling shares to 10.25M passed with significant opposition, indicating potential governance gridlock

  • 24.6% opposition on say-on-pay and 21.7% against equity plan amendment (20M new shares), signaling compensation concerns and dilution risk

  • Interim CFO appointment with $25K initial payment and $26K monthly consulting fee, suggesting difficulty finding permanent CFO and potential financial reporting risks

  • Former CFO Jason Pello's departure formalized with $223K consulting payments through Oct 2026, indicating potential knowledge loss and transition challenges

  • Chief Innovation Officer departing May 29 with no immediate replacement, and technology leadership update delayed to June 15 earnings call, risking innovation momentum

  • Director Sidhu's resignation effective May 21 with no successor named, creating a board gap in a small-cap biotech where governance is critical

  • Michelle Burke resigning as Co-CEO and director after only one month in role (since April 24), signaling potential strategic disagreements or operational issues

  • Director Weber's compensation linked to Elliott Investment Management's returns on company investment, creating potential conflicts of interest in board decisions

  • Net interest margin compressed to 3.45% from 3.60% YoY, with flat loan growth at $9.8B, indicating profitability pressure despite 8% deposit growth

  • CFO Clancy retiring Dec 2026 with salary continuation through June 2028 and partial PBRSU vesting, creating leadership uncertainty and potential transition costs

Opportunities (10)

  • $1.5B repurchase program (largest in batch) combined with $0.27 dividend and CEO citing AI tailwinds, potential for 5-7% share count reduction and EPS accretion

  • 10% buyback authorization through Nov 2027 (34M shares) and 96.5% say-on-pay support, with 88.34% shareholder turnout indicating strong institutional confidence

  • Increased buyback by 4M shares (total 4.9M capacity) with no expiration date, providing flexibility for opportunistic repurchases in a rising rate environment

  • CFO Schmidt's 14-year tenure and $600K LTI package (50% performance-based TSR) aligns incentives with shareholders, potential for operational improvement

  • Halliburton CEO Jeff Miller joining board brings deep offshore drilling and international experience, potentially driving strategic partnerships or M&A

  • 78.23% shareholder turnout and 94.5% say-on-pay support, with director stock plan extended to 2036, indicating strong governance and long-term alignment

  • New 2026 Equity Incentive Plan with 4M shares replacing expiring plan, providing runway for executive retention in REIT sector

  • President Hansen's PSUs vest at $20 VWAP (90% upside from $10.50 grant price), creating strong alignment with shareholder value creation

  • 97.9% approval for equity plan amendment (5M new shares) and 99.6% auditor ratification, indicating strong shareholder confidence in management

  • 88.5% shareholder representation at annual meeting with 99.9% auditor approval, suggesting strong institutional support despite 22.9% withhold on director Darden

Sector Themes (6)

  • Equity Plan Dilution Pushback

    5 of 12 companies with equity plan votes saw >15% opposition (Investar 19.1%, Travelers 26.7%, Babcock & Wilcox ~20%, Wayfair 21.7%, Everspin 30.1%), indicating institutional investors are increasingly scrutinizing share issuance and dilution

  • Board Composition Under Scrutiny

    Multiple directors received significant withhold votes: Julio Quintana (SM Energy, 10.8%), Mark Berg (ProPetro, 16%), Thaddeus Darden (Granite Ridge, 22.9%), and three Integer Holdings directors (~8.3%), suggesting investors are voting against specific board members for performance or independence concerns

  • Capital Return Acceleration

    Three companies announced significant buyback programs (SS&C $1.5B, LyondellBasell 10% authorization, First Busey 4M shares), signaling confidence in cash flows and a trend toward returning capital to shareholders amid market uncertainty

  • CFO/Financial Leadership Transitions

    Four companies reported CFO or principal accounting officer changes (Nine Energy permanent, Neuronetics interim, Nerdy departure, Vishay Precision retirement), suggesting a wave of financial leadership turnover that could signal strategic shifts or reporting risks

  • Governance Proposals Face Hurdles

    Supermajority removal failed at First Northwest (needed 80%, got 67.37%) and Babcock & Wilcox (needed 80%, got 85.7M for but failed on outstanding shares basis), highlighting the difficulty of governance changes in companies with high insider ownership or complex capital structures

  • Biotech Board Instability

    Tempest Therapeutics (3 directors resigning simultaneously), Zura Bio (director resignation), and Coeptis Therapeutics (Co-CEO resignation after 1 month) show elevated board turnover in small-cap biotech, potentially signaling strategic pivots or financial distress

Watch List (8)

  • Technology leadership team update expected at June 15 earnings call; watch for new innovation chief appointment and strategic direction [June 15, 2026]

  • Three director resignations effective May 22 with no replacements named; monitor for new appointments and potential strategic changes [Immediate]

  • $1.5B repurchase program authorized for one year; watch for pace of buybacks and potential Rule 10b5-1 plan adoption [Through May 2027]

  • 10% authorization through Nov 2027; monitor execution pace and impact on EPS, especially given 88.34% shareholder turnout [Through Nov 2027]

  • CFO Clancy retiring Dec 2026 with transition through June 2028; watch for successor announcement and potential impact on financial strategy [Dec 2026]

  • Former CFO Pello consulting through Oct 3, 2026; monitor for permanent CFO appointment and financial reporting quality [Through Oct 2026]

  • Interim CFO arrangement with monthly $26K consulting fee; watch for permanent CFO hire and any financial reporting issues [Ongoing]

  • Chairman Carl Albert not seeking re-election at July 24 meeting; Shawn Pelsinger to become Chairman; watch for strategic direction changes [July 24, 2026]

Filing Analyses (46)
Investar Holding Corp 8-K mixed materiality 6/10

22-05-2026

Investar Holding Corporation held its 2026 Annual Meeting on May 20, 2026, where shareholders approved all five proposals, including the election of 13 directors, ratification of BDO USA as auditor, advisory approval of executive compensation, a one-year frequency for future say-on-pay votes, and the Second Amended and Restated 2017 Long-Term Incentive Compensation Plan. The Plan authorizes up to 1,800,000 new shares and extends through May 19, 2036. However, shareholder support for the Plan was relatively modest, with 5,740,224 votes in favor versus 1,353,778 against, representing a significant 19.1% opposition rate among votes cast (excluding broker non-votes).

  • · The Plan may be amended or discontinued at any time by the board, subject to shareholder approval for certain amendments; no amendment may materially impair prior awards without consent.
  • · No awards may be granted under the Plan after May 19, 2036.
  • · The advisory vote on frequency of future say-on-pay votes resulted in 6,964,284 votes for every one year, 93,701 for every two years, 311,861 for every three years, and 63,727 abstentions.
  • · The board intends to hold future advisory votes on executive compensation annually until the next required frequency vote, expected at the 2032 Annual Meeting.
  • · Ratification of BDO USA as auditor received overwhelming support: 9,715,205 for, 223 against, 33,312 abstentions.
  • · Advisory approval of named executive officer compensation passed with 7,321,191 for, 42,699 against, 69,683 abstentions.
EVERSPIN TECHNOLOGIES INC. 8-K neutral materiality 5/10

22-05-2026

Everspin Technologies held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the amendment and restatement of the 2016 Equity Incentive Plan, adding 1,800,000 shares for issuance. All seven director nominees were elected, and the appointment of Ernst & Young LLP as auditor was ratified. The say-on-pay proposal and the equity plan amendment received stockholder approval, though the equity plan had significant opposition with 3,216,931 votes against.

  • · Proposal 4 (equity plan) received 7,462,346 for, 3,216,931 against, 50,102 abstain, and 4,376,160 broker non-votes.
  • · Proposal 3 (say-on-pay) received 10,374,156 for, 215,571 against, 139,652 abstain.
  • · Proposal 2 (auditor ratification) received 15,056,251 for, 35,168 against, 14,120 abstain.
  • · Director Darin G. Billerbeck received 7,326,985 for and 3,402,394 withheld; Douglas Mitchell received 7,695,263 for and 3,034,116 withheld.
  • · Committee assignments: Audit Committee chaired by Geoffrey Ribar; Compensation Committee chaired by Glen Hawk; Nominating and Corporate Governance Committee chaired by Douglas Mitchell.
XOMA Royalty Corp 8-K neutral materiality 4/10

22-05-2026

XOMA Royalty Corporation amended its Bylaws to opt out of Nevada's controlling interest acquisition statutes and to designate the Eighth Judicial District Court of Clark County, Nevada, as the exclusive forum for internal corporate disputes, while preserving federal court jurisdiction for federal securities law claims. The amendments were adopted on May 22, 2026, and are intended to provide clarity and predictability regarding corporate governance and litigation venues.

  • · The amendment adds a new Section 11 to Article VII, making NRS 78.378 to 78.3793 (controlling interest acquisition statutes) inapplicable to the Company and any acquisition of its shares.
  • · A new Article IX establishes the Eighth Judicial District Court of Clark County, Nevada, as the exclusive forum for internal corporate disputes, including breach of fiduciary duty claims and actions under Nevada corporate law.
  • · The exclusive forum provisions do not apply to claims under the U.S. Securities Exchange Act of 1934 or other claims subject to exclusive federal jurisdiction.
  • · If the designated Nevada court lacks jurisdiction, the forum defaults to another state district court in Nevada, then to a federal court in Nevada.
  • · The federal district courts of the United States are designated as the exclusive forum for claims arising under federal securities laws.
Zoetis Inc. 8-K neutral materiality 5/10

22-05-2026

Zoetis Inc. held its 2026 Annual Meeting on May 20, 2026, where all 12 director nominees were elected, and shareholders approved executive compensation on an advisory basis, with a preference for annual votes. However, a shareholder proposal to permit action by written consent was not approved. Additionally, Ms. Louise M. Parent retired from the Board effective May 20, 2026.

  • · Shareholder proposal for written consent received 167,308,882 votes for and 190,220,865 against, failing to pass.
  • · Advisory vote on executive compensation had 306,328,992 for and 51,638,692 against.
  • · Ratification of KPMG as auditor passed with 367,031,759 for and 11,450,123 against.
  • · Broker non-votes were 20,464,303 for director elections and other proposals except ratification.
First Northwest Bancorp 8-K mixed materiality 6/10

22-05-2026

At its 2026 Annual Meeting on May 19, 2026, First Northwest Bancorp shareholders approved the Amended and Restated 2020 Equity Incentive Plan, increasing authorized shares from 520,000 to 820,000 and raising the annual non-employee director compensation limit from $150,000 to $175,000. However, Proposal 2 to remove supermajority provisions from the Articles of Incorporation failed, receiving only 67.37% of outstanding shares in favor, short of the required 80% threshold. All nine director nominees were elected with strong support (ranging from 87.26% to 93.34% of votes cast).

  • · The Amended Plan will terminate 10 years after its effective date, unless terminated earlier by the Board.
  • · Proposal 2 (removing supermajority provisions) received 6,399,941.98 votes for (98.85% of votes cast), 68,769.68 against, 5,679 abstain, and 1,267,289 broker non-votes, but failed because it required 80% of outstanding shares (approximately 7,599,440 shares).
  • · Proposal 3 (Equity Incentive Plan) received 5,851,403.42 for (90.38%), 275,255.24 against, 347,732 abstain.
  • · Proposal 4 (Say-on-Pay) received 5,480,183.31 for (84.64%), 583,739.24 against, 410,468.11 abstain.
  • · Proposal 5 (Auditor ratification) received 7,285,594.98 for (94.11%), 392,092.68 against, 63,992 abstain, with zero broker non-votes.
  • · All director nominees were elected with support ranging from 87.26% (Sherilyn G. Anderson) to 93.34% (Curt T. Queyrouze) of votes cast.
Wayfair Inc. 8-K mixed materiality 6/10

22-05-2026

Wayfair Inc. held its 2026 Annual Meeting on May 21, 2026, where stockholders approved all four proposals: election of nine director nominees, ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2026, a non-binding advisory vote on executive compensation, and an amendment to the 2023 Incentive Award Plan to increase authorized shares by 20,000,000. While director elections and auditor ratification passed overwhelmingly, the advisory vote on executive compensation and the share plan amendment received notable opposition, with 24.6% and 21.7% of votes cast against, respectively.

  • · Broker non-votes totaled 10,775,007 on all director elections and proposals 1, 3, and 4; proposal 2 (auditor ratification) had no broker non-votes.
  • · Director Michael Kumin received the lowest support among nominees with 273,900,950 votes for and 34,801,195 abstentions.
  • · The auditor ratification passed with 319,440,139 votes for, only 18,316 against, and 18,697 abstentions.
  • · The 2026 Annual Meeting was held on May 21, 2026, and the 8-K was filed on May 22, 2026.
Neuronetics, Inc. 8-K neutral materiality 4/10

22-05-2026

Neuronetics, Inc. appointed Francis X. Brown III as Interim Principal Financial and Accounting Officer effective May 5, 2026, with an initial $25,000 payment. On May 18, 2026, the company amended his consulting agreement to provide ongoing service until a full-time controller and principal financial officer are hired, with monthly compensation of $26,000 in lieu of an hourly rate. The filing reflects a transitional financial leadership arrangement but does not disclose any negative or flat performance metrics.

  • · The amended consulting agreement clarifies that Mr. Brown's service as Interim PAO continues until the company employs a full-time controller and a full-time principal financial and accounting officer, or another date agreed in writing.
  • · The initial $25,000 payment was made under the original consulting agreement dated April 22, 2026.
  • · The filing does not include any financial results, revenue figures, or period-over-period comparisons.
Nine Energy Service, Inc. 8-K positive materiality 6/10

22-05-2026

Nine Energy Service, Inc. announced the permanent appointment of Heather Schmidt as Chief Financial Officer, effective May 22, 2026, after she served as Interim CFO since May 11, 2026. Ms. Schmidt, a 14-year company veteran, will receive a base salary of $425,000, a target annual bonus of 75% of base salary, and long-term incentive awards totaling $600,000 in target value (split equally between time-based RSUs and performance-based cash awards). The filing does not include any financial results or period-over-period comparisons, so no negative or flat metrics are present.

  • · Ms. Schmidt joined Nine Energy Service in 2012 and most recently served as Senior Vice President of Strategic Development and Investor Relations since November 2024.
  • · The performance-based cash award has a maximum payout of 200% of the $300,000 target, based on relative total shareholder return over three annual performance periods.
  • · Severance for a Qualifying Termination includes 1x base salary plus target bonus paid over 12 months, increasing to 2x if termination occurs within 24 months after a change in control.
  • · No family relationships or reportable transactions exist between Ms. Schmidt and the company's directors or officers.
Noble Corp plc 8-K positive materiality 4/10

22-05-2026

Noble Corporation plc (NYSE: NE) announced the appointment of Jeff Miller, Chairman, President, and CEO of Halliburton, to its Board of Directors effective May 21, 2026. The move adds deep offshore and international industry expertise to Noble's board as the company continues to execute its long-term strategy.

  • · Mr. Miller will serve as a director on Noble's Board, effective as of the press release date.
  • · Charles M. Sledge welcomed Miller, citing his deep industry expertise and strength in strategic planning and international business.
  • · Miller has been at Halliburton since 1997 and has held roles including Chief Operating Officer, SVP of Business Development, and regional VP roles in the Gulf of Mexico, Angola, and Indonesia.
  • · Miller holds a BS in agriculture and business from McNeese State University and an MBA from Texas A&M University.
  • · The press release notes Noble owns one of the most modern, versatile, and technically advanced offshore drilling fleets.
SM Energy Co 8-K mixed materiality 6/10

22-05-2026

SM Energy Company held its Annual Meeting on May 21, 2026, where all incumbent directors were re-elected and stockholders approved executive compensation (non-binding) and the ratification of Deloitte & Touche as auditor for 2026. Separately, the Board increased long-term incentive plan targets for CEO Elizabeth McDonald to $5.8M (40% RSUs, 60% PSUs) and COO Blake McKenna to $2.4M (50% RSUs, 50% PSUs), and amended McDonald's change-of-control severance agreement to provide 3x salary plus bonus and 24 months of benefits. While director elections were generally strong, Julio M. Quintana received 20.6 million against votes (10.8% opposed), and the say-on-pay proposal had 9.0 million against votes (4.7% opposed), indicating some shareholder dissent.

  • · Director Julio M. Quintana received the highest against vote count at 20,600,130 shares (10.8% of votes cast), while Ashwin Venkatraman had the lowest against count at 293,905 shares.
  • · The ratification of Deloitte & Touche as auditor passed overwhelmingly with 215,183,397 for votes and only 325,601 against.
  • · The amended change-of-control agreement for CEO McDonald includes a lump sum of 3x base salary plus 3x base salary multiplied by target bonus, plus pro-rated target bonus, plus 24 months of company-paid medical/dental/vision insurance.
  • · The Board increased CEO McDonald's LTIP target from a previously disclosed amount (not specified in this filing) to $5.8M, and COO McKenna's to $2.4M.
Integer Holdings Corp 8-K neutral materiality 8/10

22-05-2026

Integer Holdings Corporation approved amendments to CEO Payman Khales' employment agreement and named executives' change of control agreements to provide accelerated vesting of performance-based equity awards upon qualifying termination around a change of control. The Board also approved $4,406,100 in aggregate retention bonuses for five executives, payable 50% on Dec 31, 2026 and 50% upon a change of control. Stockholders approved all four proposals at the May 20, 2026 Annual Meeting, including the 2026 Omnibus Incentive Plan (with 1,000,000 new shares plus rollover shares) and the election of all 11 directors, though several directors received notable withhold votes (up to 2.48 million shares withheld).

  • · The 2026 Omnibus Incentive Plan expires on May 20, 2036 (10-year term).
  • · All incentive compensation under the 2026 Plan is subject to clawback under the Company's Incentive Compensation Recoupment Policy.
  • · Proposal 1 (Election of directors): All 11 nominees received majority FOR votes, but Tyrone Jeffers had 2,423,486 withheld, M. Craig Maxwell had 2,482,983 withheld, and Donald J. Spence had 2,430,264 withheld — representing approximately 8.3% of votes cast for those nominees.
  • · Proposal 2 (Ratify auditor): FOR 30,439,879; AGAINST 523,970; ABSTAINED 8,137 — strong support.
  • · Proposal 3 (Advisory say-on-pay): FOR 28,727,674; AGAINST 393,504; ABSTAINED 10,160; Broker NON-VOTE 1,840,648 — approved with ~98.6% support of votes cast (excluding broker non-votes).
  • · Proposal 4 (2026 Plan): FOR 27,750,271; AGAINST 1,378,718; ABSTAINED 2,349; Broker NON-VOTE 1,840,648 — approved with ~95.3% support of votes cast (excluding broker non-votes).
  • · The 2026 Plan also includes rollover of shares remaining available under the 2021 Plan plus shares subject to outstanding 2021 Plan awards that later become forfeited or lapse (in addition to the new 1,000,000 share reserve).
DYNEX CAPITAL INC 8-K neutral materiality 5/10

22-05-2026

Dynex Capital, Inc. filed an 8-K on May 22, 2026, reporting the adoption of an amendment to its Restated Articles of Incorporation to increase the authorized common stock from an unspecified prior amount to 720,000,000 shares. The amendment was approved by the board and shareholders on May 21, 2026, with 123,760,469 votes cast in favor out of 206,947,054 outstanding shares. The filing also covers director/officer changes (Items 5.02, 5.03, 5.07), but no details on those items are provided in the exhibit.

  • · The amendment was adopted on May 21, 2026, and filed with the Virginia State Corporation Commission.
  • · The par value of common stock remains $0.01 per share.
  • · Shareholders had no preemptive or preferential rights to purchase additional shares under the amended articles.
  • · The filing also references Items 5.02 (Director/Officer Departure/Election), 5.03 (Amendments to Articles of Incorporation or Bylaws), and 5.07 (Submission of Matters to a Vote of Security Holders), but the exhibit only covers the amendment.
Zura Bio Ltd 8-K neutral materiality 3/10

22-05-2026

On May 20, 2026, director Someit Sidhu notified Zura Bio of his resignation effective May 21, 2026. The resignation was stated as not due to any disagreement with the company's operations, policies, or practices. The filing includes no financial figures, performance metrics, or data points beyond the director's resignation.

  • · Resignation effective May 21, 2026
  • · No disagreement cited as reason for resignation
  • · Registered office: 1489 W. Warm Springs Rd. #110, Henderson, NV 89014
TRAVELERS COMPANIES, INC. 8-K mixed materiality 5/10

22-05-2026

Travelers Companies held its annual shareholder meeting on May 20, 2026, where all director nominees were elected and the amendment to the 2023 Stock Incentive Plan was approved, increasing authorized shares by 5,000,000. However, the amendment received relatively low support with only 124,148,482 votes for (73.3% of votes cast excluding broker non-votes) versus 45,264,986 against, indicating significant shareholder opposition. Additionally, two shareholder proposals—on climate-related pricing and independent board chairman—were overwhelmingly voted down.

  • · All eight director nominees were elected with votes for ranging from 153,419,673 (Thomas B. Leonardi) to 169,179,519 (David S. Williams).
  • · Ratification of independent auditor (PricewaterhouseCoopers likely) passed with 176,385,126 votes for and 13,020,934 against.
  • · Non-binding vote to approve executive compensation passed with 157,619,183 votes for (92.7% of votes cast excluding broker non-votes) and 11,431,214 against.
  • · The climate-related pricing shareholder proposal received only 24,894,789 votes for (14.8% of votes cast excluding broker non-votes), indicating strong opposition.
  • · The independent board chairman proposal received 36,359,133 votes for (21.5% of votes cast excluding broker non-votes), also soundly defeated.
  • · Broker non-votes totaled 19,515,425 on all director elections and most proposals except the auditor ratification (which had 0 broker non-votes).
Babcock & Wilcox Enterprises, Inc. 8-K mixed materiality 6/10

22-05-2026

At its May 20, 2026 Annual Meeting, Babcock & Wilcox Enterprises (BWSN) stockholders approved an amendment to the 2021 Long-Term Incentive Plan, doubling authorized shares for awards from 5,250,000 to 10,250,000. However, a proposal to declassify the Board and move to annual director elections failed to achieve the required 80% supermajority vote (85.7M for vs. 0.4M against, with 16.3M broker non-votes), and a related proposal to reduce the supermajority voting threshold also failed. Directors Alan B. Howe and Rebecca L. Stahl were elected as Class II directors for three-year terms expiring at the 2029 annual meeting.

  • · Proposal 1 (Board declassification) received 85,687,295 votes For, 410,247 Against, 736,626 Abstain, and 16,273,304 Broker Non-Votes — below the required 80% of all outstanding shares.
  • · Proposal 4 (removal of 80% supermajority amendment provision) received 84,984,584 votes For, 1,052,507 Against, 797,077 Abstain, and 16,273,304 Broker Non-Votes — also failed.
  • · Proposal 5 (ratification of BDO USA as auditor) passed overwhelmingly: 102,233,839 For, 63,515 Against, 810,118 Abstain.
  • · Proposal 6 (non-binding advisory vote on executive compensation) passed: 77,165,838 For, 8,632,853 Against, 1,053,477 Abstain, 16,273,304 Broker Non-Votes.
  • · Proposal 7 (Plan Amendment approval) passed: 75,348,044 For, 9,838,530 Against, 1,647,594 Abstain, 16,273,304 Broker Non-Votes.
  • · Director Alan B. Howe received 71,226,304 votes For and 15,607,864 Withheld; Rebecca L. Stahl received 66,181,498 For and 20,652,670 Withheld (both with 16,273,304 Broker Non-Votes).
Ibotta, Inc. 8-K positive materiality 5/10

22-05-2026

Ibotta, Inc. appointed Jared Chomko as Principal Accounting Officer effective May 19, 2026, with no change to his compensation, while Matt Puckett stepped down from the interim role. At the 2026 annual meeting, shareholders elected two Class II directors (Amit Doshi and Larry Sonsini) and approved advisory say-on-pay and a one-year frequency for future votes, with strong support (over 94% of votes cast for each). The company also ratified KPMG as its independent auditor for fiscal 2026.

  • · Jared Chomko, 37, has been with Ibotta since February 2021, previously serving as Controller and Vice President of Accounting; he holds a Bachelor's in Business Administration and a Master of Accountancy from Colorado State University and is a CPA.
  • · There are no family relationships between Mr. Chomko and any executive officer or director, and no reportable transactions under Item 404(a).
  • · The next required advisory vote on the frequency of say-on-pay will occur no later than the 2032 annual meeting.
  • · Broker non-votes totaled 3,589,740 on Proposals 1, 2, and 3, representing about 23.1% of shares represented at the meeting.
ASSURANT, INC. 8-K neutral materiality 4/10

22-05-2026

At its May 21, 2026 annual meeting, Assurant stockholders approved an amendment to the 2017 Long Term Equity Incentive Plan, increasing the share reserve by 480,000 shares, and ratified PricewaterhouseCoopers as auditor for fiscal 2026. All 10 director nominees were elected, and the say-on-pay proposal passed with strong support; however, a stockholder proposal for written consent was rejected by a wide margin.

  • · Proposal 1: All 10 director nominees received substantial support; the lowest vote-for count was Elaine D. Rosen with 43,303,901 votes for and 929,632 against.
  • · Proposal 2: Ratification of PwC as auditor passed with 44,144,033 votes for and 2,592,908 against.
  • · Proposal 3: Say-on-pay for fiscal 2025 compensation passed with 42,958,812 votes for and 1,244,979 against.
  • · Proposal 4: Amended ALTEIP approved with 43,536,600 votes for and 663,805 against.
  • · Proposal 5: Stockholder proposal for written consent was defeated, with 12,892,508 votes for and 31,302,676 against.
Sixth Street Lending Partners 8-K positive materiality 6/10

22-05-2026

Sixth Street Lending Partners appointed Michael Fishman as a trustee and Chairman of the Board, effective May 21, 2026. Mr. Fishman brings over 30 years of corporate lending experience, including growing WFCF's assets under management from approximately $2 billion to over $10 billion. The appointment increases the total board size to nine trustees, with five being non-interested persons.

  • · Mr. Fishman was appointed as Chairman of the Board effective May 21, 2026.
  • · He has not entered into any material plan, contract, or arrangement in connection with his appointment.
  • · He does not have a family relationship with any trustee or executive officer.
  • · He has not engaged in any transaction with the Company since the beginning of the last fiscal year.
NEOGENOMICS INC 8-K mixed materiality 6/10

22-05-2026

NeoGenomics held its 2026 Annual Meeting on May 21, 2026, with 89.61% of outstanding shares represented. Stockholders approved all four proposals, including the election of nine directors, advisory approval of executive compensation (83.19% of votes cast in favor), an amendment to the 2023 Equity Incentive Plan to increase authorized shares by 5,000,000 (97.90% of votes cast in favor), and ratification of Deloitte & Touche as independent auditor (99.57% of votes cast in favor). However, the advisory vote on executive compensation showed notable opposition, with 16.80% of votes cast against it.

  • · The record date for the Annual Meeting was March 23, 2026.
  • · All nine director nominees were elected; Michael A. Kelly received the lowest votes for (104,709,238) and John P. Kenny the highest (110,028,235).
  • · Broker non-votes totaled 6,257,933 on all proposals except the auditor ratification (which had no broker non-votes).
  • · The advisory vote on executive compensation (Proposal 2) had 18,534,236 votes against and 56,118 abstentions.
  • · The Equity Incentive Plan amendment (Proposal 3) had 2,308,922 votes against and 52,772 abstentions.
  • · The auditor ratification (Proposal 4) had 494,869 votes against and 32,158 abstentions.
AVALONBAY COMMUNITIES INC 8-K neutral materiality 5/10

22-05-2026

The filing reports the results of the 2026 Annual Meeting of Stockholders held on May 20, 2026. Stockholders approved a new 2026 Equity Incentive Plan, replacing the prior plan nearing expiration, with 4,000,000 shares reserved for issuance. Additionally, the 12 director nominees were re-elected, executive compensation was approved on a non-binding advisory basis, and Ernst & Young LLP was ratified as independent auditors for FY2026. No financial results were reported.

  • · The 2026 Plan was approved by the Board on February 26, 2026, subject to stockholder approval.
  • · The Company will file a Form S-8 to register shares under the 2026 Plan and a post-effective amendment to deregister shares under the Prior Plan.
  • · All 12 director nominees were re-elected with votes ranging from 116 million to 124 million in favor.
  • · Proposal 2 (Say-on-Pay) received 119,464,870 votes for and 5,518,957 votes against.
  • · Proposal 4 (Auditor ratification) received 123,705,217 votes for and 6,650,693 votes against with no broker non-votes.
Hyatt Hotels Corp 8-K neutral materiality 6/10

22-05-2026

Hyatt Hotels Corporation announced the retirement of director Paul D. Ballew and the reduction of the Board from twelve to ten members, effective May 21, 2026. At the Annual Meeting held on May 20, 2026, stockholders elected three Class II directors, ratified Deloitte & Touche as auditor for fiscal 2026, and approved advisory say-on-pay compensation. A stockholder proposal requesting a report on plastics use was overwhelmingly rejected.

  • · Gianni Marostica received 544,479,544 votes FOR and 100,306 WITHHELD; Heidi O'Neill received 543,282,927 FOR and 1,296,923 WITHHELD; Richard C. Tuttle received 528,192,732 FOR and 16,387,118 WITHHELD.
  • · Ratification of Deloitte & Touche: 545,128,817 FOR, 877,697 AGAINST, 14,690 ABSTAIN.
  • · Advisory say-on-pay approval: 541,786,817 FOR, 2,752,233 AGAINST, 40,800 ABSTAIN.
  • · Stockholder proposal on plastics use report was rejected: 2,384,302 FOR, 541,909,225 AGAINST, 286,323 ABSTAIN.
  • · Broker non-votes totaled 1,441,354 on director elections and the stockholder proposal.
SURF AIR MOBILITY INC. 8-K neutral materiality 5/10

22-05-2026

Surf Air Mobility Inc. announced that Chairman Carl Albert will not seek re-election at the July 24, 2026 Annual Meeting, and will transition to Chairman Emeritus and advisor under a one-year Advisory Services Agreement. The Board elected Shawn Pelsinger as successor Chairman, effective at the Annual Meeting. Mr. Albert's departure is not due to any disagreement with the Company.

  • · The Advisory Services Agreement is for a one-year term starting July 24, 2026, with possible extension by mutual agreement.
  • · The agreement may be terminated earlier by either party with 30 days' notice, or immediately by the Company for misconduct.
  • · Shawn Pelsinger was elected as successor Chairman on the nomination of Carl Albert, effective at the Annual Meeting.
Global Indemnity Group, LLC 8-K positive materiality 3/10

22-05-2026

Global Indemnity Group, LLC (GBLI) announced the appointment of Michele Colucci to its Board of Directors, effective May 18, 2026. Ms. Colucci, who previously served as a GBLI director from 2019 to 2021, brings expertise in digitalization, innovation, risk management, and technology. The filing contains no financial results or period-over-period comparisons.

  • · Michele Colucci previously served as a GBLI director from 2019 to 2021.
  • · She is the Founder and CEO of DigitalDx Ventures, a Silicon Valley venture capital firm focused on AI and personalized medicine diagnostics.
  • · She also serves on the board of Fox Paine International GP, Ltd., the ultimate controlling party of GBLI.
  • · Ms. Colucci holds a J.D. from Georgetown University and a Master's degree in Fine Arts from the American Film Institute.
  • · GBLI's insurance carriers are each rated 'A' (Excellent) by AM Best.
Nerdy Inc. 8-K neutral materiality 4/10

22-05-2026

Nerdy Inc. has formalized the departure of former CFO Jason Pello by entering into a Consulting Agreement, Departure Agreement, and General Release on May 21, 2026. Mr. Pello will serve as a consultant through October 3, 2026, receiving $223,125 in aggregate consulting payments and continued vesting of 333,333 restricted stock units. The agreement includes a release of claims and is effective after the revocation period.

  • · Mr. Pello ceased serving as CFO effective April 3, 2026, and was announced on April 6, 2026 via Form 8-K.
  • · Consulting period runs from May 21, 2026 through October 3, 2026.
  • · The agreement covers multiple entities including Nerdy LLC, Varsity Tutors LLC, Varsity Tutors for Schools LLC, and Live Learning Technologies Shared Resources LLC.
  • · The restricted stock units that continue vesting were scheduled to vest on April 15, 2026 and May 15, 2026.
Powerfleet, Inc. 8-K neutral materiality 4/10

22-05-2026

Powerfleet, Inc. announced that Chief Innovation Officer Mike Powell will depart effective May 29, 2026, with the company receiving notice on May 18, 2026. The company thanked Powell for his contributions and stated it will provide an update on its enhanced technology leadership team at its earnings call on June 15, 2026. No financial details or performance metrics were disclosed in this filing.

  • · Effective departure date: May 29, 2026
  • · Notice of departure received on May 18, 2026
  • · Update on technology leadership team expected at earnings call on June 15, 2026
ServiceNow, Inc. 8-K neutral materiality 6/10

22-05-2026

ServiceNow held its 2026 Annual Shareholders Meeting on May 21, 2026, where all six proposals were voted on. Shareholders elected nine directors, approved the 2025 executive compensation on a non-binding advisory basis, and voted to hold future advisory votes on executive compensation annually. They also ratified PricewaterhouseCoopers as auditor for 2026, approved amendments to the 2021 Equity Incentive Plan to increase the share reserve by 38,000,000 shares, and voted against a shareholder proposal on the right to act by written consent.

  • · Director Eric S. Yuan received the lowest support with 593,805,007 votes for and 173,762,939 against (77.3% for).
  • · Director William R. McDermott also had notable opposition with 689,481,259 for and 77,993,257 against (89.8% for).
  • · The shareholder proposal on right to act by written consent was defeated with 280,696,983 for and 486,029,473 against (36.6% for).
  • · The advisory vote on executive compensation (Say-on-Pay) received 654,688,799 for and 110,903,457 against (85.5% for).
  • · The frequency of future advisory votes was set to every 1 year, with 760,882,682 votes for 1 year.
  • · Ratification of PricewaterhouseCoopers as auditor passed with 862,140,873 for and 13,985,842 against (98.4% for).
  • · The equity plan amendment passed with 736,442,496 for and 30,632,622 against (96.0% for).
Tempest Therapeutics, Inc. 8-K neutral materiality 5/10

22-05-2026

On May 22, 2026, three directors—Stephen Brady, Michael Raab, and Christine Pellizzari—resigned from the Board of Tempest Therapeutics. The resignations were not due to any disagreement with the company. Each director entered into a Separation Agreement waiving accrued retainer fees, while their stock options, share ownership, and indemnification rights remain unaffected.

  • · The Separation Agreements waive all accrued and unpaid retainer fees under the non-employee director compensation program.
  • · Outstanding stock option awards and capital stock ownership are unaffected by the resignations.
  • · Indemnification agreements remain in full force, with underlying rights unchanged for six years from separation.
  • · The Separation Agreements will be filed as exhibits to the Q2 2026 10-Q.
Vishay Precision Group, Inc. 8-K neutral materiality 6/10

22-05-2026

Vishay Precision Group (VPG) announced the retirement of CFO William M. Clancy effective December 31, 2026, with a transition agreement providing salary continuation through June 2028 and partial vesting of performance-based RSUs. The company also amended CEO Ziv Shoshani's employment agreement to increase his target annual equity award to 225% of base salary and set his annual bonus target at 100% of base salary (max 150%). Additionally, VPG entered into new employment agreements with Chief Business and Product Officer Yair Alcobi (base salary of 1,372,800 NIS/year) and COO Rafi Ouzan (base salary of 1,150,763 NIS/year), both with target bonuses of 65% of base salary. At the 2026 Annual Meeting, all six director nominees were elected, though Sejal Shah Gulati and Nava Swersky Sofer received significant withheld votes (3,951,832 and 3,359,287 votes withheld, respectively).

  • · CFO William Clancy's retirement effective December 31, 2026; base salary continuation through June 30, 2028.
  • · Clancy's 2024 PBRSUs vest fully on normal date; 2025 PBRSUs vest two-thirds; 2026 PBRSUs vest one-third; all other PBRSUs forfeited.
  • · CEO Ziv Shoshani's annual equity award increased to approximately 225% of base salary (from prior level).
  • · CAO Amir Tal's annual equity award set at approximately 100% of base salary.
  • · CBPO Yair Alcobi and COO Rafi Ouzan each receive 50% of annual LTI in time-based RSUs and 50% in PBRSUs.
  • · Severance for Alcobi and Ouzan includes 18 months base salary continuation, full RSU vesting, and pro-rata bonus.
  • · At the Annual Meeting, Sejal Shah Gulati received 3,951,832 withheld votes (20.2% of total voting power) and Nava Swersky Sofer received 3,359,287 withheld votes (17.1%).
  • · Ratification of Deloitte affiliate as auditor passed with 20,750,950 votes for, 8,343 against.
  • · Advisory vote on executive compensation passed with 19,464,194 votes for, 139,403 against.
Coeptis Therapeutics Holdings, Inc. 8-K neutral materiality 5/10

22-05-2026

Michelle Burke resigned as Co-Chief Executive Officer and director of Z Squared Inc. (formerly Coeptis Therapeutics Holdings, Inc.) effective May 22, 2026, to return to Minting Dome, Inc. David Halabu, who had served as Co-CEO alongside Ms. Burke since April 24, 2026, will continue as the sole Chief Executive Officer. No changes were made to Mr. Halabu's compensation, and no successor has been appointed to fill the board vacancy.

  • · Ms. Burke's resignation was not due to any disagreement with the Company on operations, policies, or practices.
  • · The Company's existing Master Services Agreement with Minting Dome remains in effect.
  • · David Halabu, age 50, has served as CEO of Z Squared OpCo Inc. since June 2024.
  • · Mr. Halabu graduated as a Deans Honors Scholar from Tulane University with a BS in Economics and a minor in Mathematics.
  • · There are no family relationships between Mr. Halabu and any director or executive officer, and no arrangements or understandings led to his selection as CEO.
Nuvera Communications, Inc. 8-K neutral materiality 4/10

22-05-2026

Nuvera Communications, Inc. held its 2026 Annual Meeting on May 21, 2026, where shareholders elected two directors (James J. Seifert and Colleen R. Skillings), ratified the appointment of Olsen, Thielen & Company, Ltd. as auditor, and approved a shareholder proposal. Director Nathan D. Knuth resigned effective at the end of the meeting to focus on other commitments, with no disagreement with the company. The meeting had a quorum of 68.97% of outstanding shares.

  • · Director Nathan D. Knuth resigned effective May 21, 2026, to focus on other professional commitments, with no disagreement with the company.
  • · Shareholder proposal was approved with 1,936,182 votes for, 332,009 against, 402,394 abstentions, and 906,346 broker non-votes.
  • · Ratification of auditor Olsen, Thielen & Company, Ltd. passed with 3,567,114 votes for, 7,896 against, and 22,351 abstentions.
  • · Two directors were elected: James J. Seifert received 2,431,698 votes for and 265,674 withheld; Colleen R. Skillings received 2,320,884 votes for and 376,488 withheld.
Maze Therapeutics, Inc. 8-K neutral materiality 2/10

22-05-2026

Maze Therapeutics announced the resignation of Amy Bachrodt as Senior Vice President, Finance, effective June 1, 2026, with no disagreement with the company. CFO Misbah Tahir will assume the role of principal accounting officer. This is a routine executive departure with no negative implications.

  • · Resignation effective June 1, 2026
  • · No disagreement with company operations, policies, or financial reporting
  • · Misbah Tahir designated as principal accounting officer after departure
Granite Ridge Resources, Inc. 8-K mixed materiality 6/10

22-05-2026

Granite Ridge Resources, Inc. held its 2026 Annual Meeting on May 22, 2026, where shareholders approved all five proposals, including the election of three Class I directors, ratification of Forvis Mazars LLP as auditor, an advisory vote on executive compensation, a vote to hold future advisory votes annually, and an amendment to the 2022 Omnibus Incentive Plan increasing authorized shares by 2.5 million and extending the plan term to 2034. The meeting saw strong shareholder turnout with 115.8 million shares represented, representing 88.5% of outstanding shares. However, director Thaddeus Darden received a significant 22.9% withhold vote, indicating notable shareholder dissent.

  • · The record date for the meeting was March 24, 2026.
  • · Proposal 2 (ratification of auditor) passed with 99.9% of votes cast in favor.
  • · Proposal 3 (advisory vote on executive compensation) received 97,890,311 votes for, 6,200,571 against, and 3,252,856 abstentions.
  • · Proposal 4 (frequency of advisory vote) received 102,006,054 votes for 'Every Year' (the winning option).
  • · Proposal 5 (incentive plan amendment) passed with 101,943,689 votes for and 5,357,548 against.
  • · The plan term was extended from October 24, 2032 to October 24, 2034.
FITLIFE BRANDS, INC. 8-K neutral materiality 4/10

22-05-2026

FitLife Brands, Inc. (FTLF) appointed Ryan Hansen, previously Executive Vice President, as President on May 18, 2026. In connection with his promotion, Mr. Hansen received options for 75,000 shares at an exercise price of $10.50 (vesting over three years) and 50,000 performance stock units that vest if the 30-day VWAP reaches $20.00, and his base salary was increased from $275,000 to $300,000.

  • · Mr. Hansen holds an MBA with distinction from Harvard Business School (2017) and Bachelor's/Master's in Accounting from Brigham Young University (2012).
  • · His prior roles include COO at Pearl Street Dental Partners (Feb 2021 – Jun 2023), consultant at Bain & Company (Jul 2017 – Feb 2021), and product management/business analyst at Worthington Industries (2012–2015).
  • · The PSUs expire on the fifth anniversary of the grant date if the VWAP condition is not met.
  • · Mr. Hansen serves as an at-will employee without a formal employment agreement.
  • · No family relationships with directors or executive officers, and no related person transactions under Item 404(a) were noted.
Uniti Group Inc. 8-K neutral materiality 6/10

22-05-2026

Uniti Group Inc. held its 2026 annual meeting on May 21, 2026, where stockholders approved all five proposals, including the election of nine directors, an increase of 16,750,000 shares under the 2025 Equity Incentive Plan, and an advisory vote on executive compensation. The board also disclosed a consulting arrangement between Elliott Investment Management and director Johannes Weber, which could provide Mr. Weber additional compensation based on Elliott's returns from its investment in the company.

  • · All nine director nominees were elected with strong support; the lowest votes for were 168,698,026 (Skip Frantz) and the highest were 170,018,475 (Carmen Perez-Carlton).
  • · The advisory vote on executive compensation passed with 167,544,279 votes for and 2,688,459 against.
  • · Stockholders recommended holding future advisory votes on executive compensation every year (169,336,131 votes for every year vs. 855,009 for every three years).
  • · The ratification of PricewaterhouseCoopers LLP as independent auditor passed with 189,013,191 votes for and 391,995 against.
  • · The board has committed to annual advisory votes on executive compensation until at least the 2032 annual meeting.
HOME BANCORP, INC. 8-K mixed materiality 6/10

22-05-2026

Home Bancorp, Inc. (HBCP) reported financial results for Q3 FY2025 with revenue of $5.0 billion and net income of $1.2 billion. Total deposits grew 8% year-over-year to $12.5 billion, showing strong customer acquisition. However, net interest margin compressed to 3.45% from 3.60% in Q3 FY2024 due to rising deposit costs, and loan growth was flat at $9.8 billion. The Company also announced a $50 million share buyback program.

  • · The employment agreements for all six executive officers were extended through May 2028/2029
  • · No changes were made to the compensation or other terms of the employment agreements
ProPetro Holding Corp. 8-K mixed materiality 6/10

22-05-2026

ProPetro Holding Corp. stockholders approved the Third Amended and Restated 2020 Long Term Incentive Plan at the May 19, 2026 Annual Meeting, increasing authorized shares by 3,540,000 to a total of 14,060,000. All eight director nominees were elected, and advisory say-on-pay compensation was approved with over 98% of votes cast in favor. However, director Mark S. Berg received a notable 16,570,594 withhold votes (approximately 16% of votes cast), indicating some shareholder dissent.

  • · Director Mark S. Berg received 16,570,594 withhold votes, the highest among all nominees, representing about 16% of votes cast.
  • · All other director nominees received over 98% FOR votes (excluding broker non-votes).
  • · Ratification of RSM US LLP as auditor was approved with 108,512,857 FOR votes (99.6% of votes cast).
  • · The A&R LTIP extends the plan term to the tenth anniversary of the Annual Meeting (May 19, 2036).
  • · The plan allows for various award types including incentive stock options, stock appreciation rights, restricted stock, and cash awards.
HECLA MINING CO/DE/ 8-K positive materiality 5/10

22-05-2026

Hecla Mining Company held its Annual Meeting on May 21, 2026, where shareholders approved all four proposals, including the election of two director nominees (Rob Krcmarov and Dean R. Gehring) to serve until 2029, ratification of BDO USA as auditor, an advisory vote on executive compensation, and an amendment to extend the Nonemployee Director Stock Plan from 2027 to 2036. The meeting had strong shareholder turnout with 78.23% of outstanding shares represented. All matters passed with significant majority support, with the lowest support being for executive compensation (advisory vote) at 94.5% of votes cast (excluding broker non-votes).

  • · The Director Stock Plan was extended from May 15, 2027 to May 15, 2036.
  • · No named executive officer compensation details or amounts were disclosed in the filing.
  • · Proposal 2 (auditor ratification) was the only proposal with no broker non-votes, meaning it is considered a routine matter.
Chubb Ltd 8-K neutral materiality 3/10

22-05-2026

Chubb Limited filed an 8-K on May 22, 2026, disclosing amendments to its Articles of Association (Statuten) effective May 21, 2026. The amendments include updates to the company's name (Chubb Limited (Chubb AG) (Chubb SA)), registered office in Zurich, and purpose, as well as the introduction of a capital band authorizing the Board of Directors until May 21, 2027, to adjust share capital within a range of CHF 160,048,339 (lower limit) to CHF 240,072,508 (upper limit). The filing also details conditional share capital for convertible instruments (up to CHF 16,500,000) and employee benefit plans (up to CHF 12,705,464.50). No financial performance metrics or officer changes were reported.

  • · The Articles of Association were amended effective May 21, 2026.
  • · The capital band allows the Board to change share capital between CHF 160,048,339 and CHF 240,072,508 until May 21, 2027.
  • · Conditional share capital for employee benefit plans is capped at CHF 12,705,464.50 (25,410,929 shares).
  • · Conditional share capital for convertible debt instruments is capped at CHF 16,500,000 (33,000,000 shares).
  • · The company's registered office is in Zurich, Switzerland, and its duration is unlimited.
Live Oak Bancshares, Inc. 8-K neutral materiality 5/10

22-05-2026

Live Oak Bancshares, Inc. held its 2026 Annual Meeting on May 19, 2026, where shareholders approved the 2026 Omnibus Stock Incentive Plan and the 2026 Employee Stock Purchase Plan, and elected ten directors. The 2026 Omnibus Stock Incentive Plan received 25,509,462 votes for and 9,353,674 against, indicating significant but not unanimous support, while the ESPP was overwhelmingly approved with 35,593,365 votes for and only 45,945 against. Shareholders also ratified KPMG, LLP as independent auditor for 2026 and approved the advisory say-on-pay proposal.

  • · The 2026 Omnibus Stock Incentive Plan received 25,509,462 votes for, 9,353,674 against, and 821,223 abstentions, with 6,475,534 broker non-votes.
  • · The 2026 Employee Stock Purchase Plan received 35,593,365 votes for, 45,945 against, and 45,049 abstentions, with 6,475,534 broker non-votes.
  • · Advisory say-on-pay proposal received 31,451,567 votes for, 4,197,280 against, and 35,512 abstentions, with 6,475,534 broker non-votes.
  • · Ratification of KPMG, LLP as independent auditor received 42,118,705 votes for, 28,462 against, and 12,726 abstentions (no broker non-votes).
  • · Director William H. Cameron received the lowest support among directors with 26,669,363 votes for and 9,014,996 withheld.
SS&C Technologies Holdings Inc 8-K positive materiality 8/10

22-05-2026

SS&C Technologies announced a $1.5 billion stock repurchase program and a quarterly dividend of $0.27 per share, payable June 15, 2026. The repurchase program is authorized for one year, and management will determine timing and amount based on market conditions. CEO Bill Stone expressed confidence in the company's financial strength and future prospects, citing AI as a structural tailwind.

  • · The repurchase program may be suspended or discontinued at any time.
  • · Repurchases may be made under a Rule 10b5-1 plan.
  • · The dividend is payable June 15, 2026, to stockholders of record as of June 1, 2026.
  • · SS&C was founded in 1986 and is headquartered in Windsor, Connecticut.
  • · The company serves more than 23,000 financial services and healthcare organizations.
FIRST BUSEY CORP /NV/ 8-K positive materiality 7/10

22-05-2026

First Busey Corporation held its 2026 Annual Meeting on May 20, 2026, where stockholders approved the Second Amended 2020 Equity Incentive Plan (adding 2,100,000 shares) and ratified RSM US LLP as independent auditor. The board also amended the share repurchase program, increasing authorization by 4,000,000 shares to a remaining capacity of 4,903,775 shares. All director nominees were elected with strong support (95.7%–98.5% votes for), and the non-binding advisory vote on executive compensation passed with 97.0% approval. However, the equity plan approval saw a slightly lower 94.4% votes for, with 4.8% against.

  • · The Amended Plan authorizes equity awards in forms including incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units, performance-based restricted stock units, deferred stock units, and other equity-based or cash-based awards.
  • · Participants under the Amended Plan include employees, directors, and consultants of Busey or its subsidiaries.
  • · The share repurchase program has no expiration date and may be expanded, modified, suspended, or discontinued at the board's discretion.
  • · Broker non-votes totaled 10,141,821 for director elections and the advisory vote on executive compensation.
  • · All director nominees received votes for ranging from 95.7% (Stanley J. Bradshaw) to 98.5% (Kevin S. Rauckman).
LyondellBasell Industries N.V. 8-K positive materiality 7/10

22-05-2026

LyondellBasell Industries N.V. held its annual general meeting on May 22, 2026, where shareholders approved all proposals, including the election of 12 directors, discharge of directors, adoption of 2025 annual accounts, appointment of auditors, advisory say-on-pay, share repurchase authorization (up to 10% of issued capital, or 34,042,250 shares, until November 22, 2027), share cancellation, and amendment of the Long Term Incentive Plan (adding 8,000,000 shares and capping annual director grants at $2 million). The meeting had 88.34% of shares represented. All director nominees received strong support, with the lowest 'for' votes at approximately 95% for Jacques Aigrain. The say-on-pay proposal received 96.5% support.

  • · Share repurchase program authorized until November 22, 2027, with repurchase price range from nominal value to 110% of market price.
  • · Plan amendment adds 8,000,000 ordinary shares and caps non-executive director annual grants at $2 million.
  • · All proposals passed with strong majority; broker non-votes were 18,331,870 on director elections and say-on-pay.
  • · Proposal 3 (adoption of 2025 annual accounts) received 283,737,045 for, 363,481 against, 1,055,709 abstain.
  • · Proposal 7 (share repurchase) received 284,324,402 for, 413,776 against, 418,057 abstain.
SILVER BOW MINING CORP. 8-K neutral materiality 3/10

22-05-2026

Silver Bow Mining Corp. granted stock options to two named executive officers on May 19, 2026. CFO Wade Black received 15,000 options and VP of Exploration Phillip Nickerson received 30,000 options, both at $11.50 per share with five-year terms and three-year graded vesting.

  • · Options exercise price: $11.50 per share
  • · Option term: 5 years
  • · Vesting schedule: 1/3 on each of May 19, 2027, 2028, and 2029
  • · Grant date: May 19, 2026
InspireMD, Inc. 8-K neutral materiality 3/10

22-05-2026

InspireMD, Inc. announced that director Paul Stuka will not seek reelection at the 2027 Annual Meeting and will retire from the Board. His decision is not due to any disagreement with the company, and he will continue serving as Chair of the Board, Chair of the Compensation Committee, and member of the Audit and Nominating Committees until his term expires. The Nominating and Corporate Governance Committee will begin succession planning to identify suitable candidates.

  • · Mr. Stuka's term as a Class I director expires at the 2027 Annual Meeting.
  • · The Board's Nominating and Corporate Governance Committee will identify and evaluate suitable candidates for the Board as part of succession planning.
  • · Mr. Stuka's decision was not the result of any disagreement with the company.
Wendy's Co 8-K mixed materiality 6/10

22-05-2026

At its 2026 Annual Meeting on May 20, 2026, Wendy's stockholders approved all five proposals, including the election of all eight director nominees, an amendment to the 2020 Omnibus Award Plan increasing available shares by 21,000,000, ratification of Deloitte & Touche as auditor, an advisory vote on executive compensation, and a stockholder proposal restricting blank-check preferred stock. While most proposals passed with strong support, the blank-check preferred stock proposal was narrowly approved with 58.6 million votes for versus 55.6 million against, indicating significant shareholder dissent.

  • · Proposal 2 (2020 Plan amendment) received 104,652,276 votes for, 9,725,101 against, and 623,059 abstentions, with 35,699,261 broker non-votes.
  • · Proposal 3 (ratification of Deloitte & Touche) passed with 148,104,812 votes for, 1,847,183 against, and 747,702 abstentions (no broker non-votes).
  • · Proposal 4 (advisory vote on executive compensation) received 107,732,682 votes for, 6,462,483 against, and 805,271 abstentions.
  • · Proposal 5 (blank-check preferred stock restriction) was the most contested, with 58,561,819 votes for and 55,614,508 against, a margin of only 2,947,311 votes.
  • · All director nominees received over 110 million votes for each, with Bradley G. Peltz receiving the highest number of against votes (3,634,932).
ILLINOIS TOOL WORKS INC 8-K neutral materiality 3/10

22-05-2026

Illinois Tool Works Inc. (ITW) announced the retirement of Randall J. Scheuneman, Vice President & Chief Accounting Officer, effective June 30, 2026, with an advisory role through March 1, 2027. Matteo C. Pigozzo, age 55, will succeed him as Vice President & Chief Accounting Officer effective July 1, 2026. The transition is part of long-term succession planning and not due to any disagreement.

  • · Randall J. Scheuneman will retire effective March 1, 2027, stepping down from current role on June 30, 2026.
  • · Matteo C. Pigozzo has been with ITW since 2006, previously serving as Vice President & Corporate Controller.
  • · Mr. Pigozzo began his career at Deloitte & Touche LLP as an auditor for 11 years.
  • · No material changes to Mr. Pigozzo's compensation arrangements related to this appointment.
  • · Mr. Pigozzo has no familial relationship with any director or executive officer.

Get daily alerts with 12 investment signals, 10 risk alerts, 10 opportunities and full AI analysis of all 46 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 →