Executive Summary
The 48 filings from June 2, 2026, reveal a significant wave of board and C-suite turnover across sectors, with particular intensity in industrial, technology, and healthcare. Notably, several companies undergoing transitions (Honeywell, StandardAero) are simultaneously executing major corporate actions like spin-offs, suggesting planned succession to support strategic shifts.
A cluster of concerning signals emerges from shareholder votes, with Rithm Property Trust and Workiva experiencing high 'say-on-pay' dissent and director opposition, indicating potential governance risks. The most material negative event is Hub Group's double departure of CFO and COO combined with a multi-year financial restatement, creating acute uncertainty. On the positive side, the appointments of seasoned industry veterans to boards (e.g., Zions Bancorp, Honeywell) signal a focus on governance and expertise reinforcement. A unique pattern is the coordinated appointment of George 'Chip' Stelljes to four Gladstone-affiliated boards on the same day, reflecting a deliberate governance strategy. The data shows clear sector themes: increased governance scrutiny in REITs and real estate, leadership rejuvenation in industrials, and insider-driven transitions at smaller biotechs and financial firms.
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 June 01, 2026.
Investment Signals (10)
- Honeywell International ↓ (BULLISH)▲
Appointed a highly experienced industrial CEO (Jillian Evanko) to the board just before the aerospace spin-off, signaling strong governance and strategic alignment for the separation.
- Ardent Health ↓ (BULLISH)▲
New CEO from Walmart/Banner Health brings operational scale expertise; reaffirmed FY2026 EBITDA guidance of $485–535M despite soft Q2 volumes, indicating management confidence in margin improvement via 'IMPACT' program.
- Verano Holdings ↓ (BULLISH)▲
CEO George Archos received a $2.5M cash bonus and 2.5M immediately vested RSUs, with base salary raised to $650k. This high insider commitment suggests management optimism about future performance.
- Oncolytics Biotech ↓ (BULLISH)▲
Appointed Steve Glover (who chaired a ~$2B M&A exit) to the board and promoted COO, signaling potential strategic M&A activity as pelareorep advances with FDA Fast Track designation.
- Zions Bancorporation ↓ (BULLISH)▲
Elected a retired PwC partner with 40+ years of banking & risk experience to the board, reinforcing strong governance and risk management oversight for a $89B asset bank.
- Rithm Property Trust ↓ (BEARISH)▲
Say-on-pay rejected by 69.3% of votes, and director Daniel Hoffman received more withheld votes than for. This strong shareholder dissent signals major governance or compensation misalignment.
- Workiva ↓ (BEARISH)▲
Say-on-pay received ~30% opposition votes (22.3M against), signaling significant shareholder dissatisfaction with compensation practices, potentially leading to proxy battles.
- Sleep Number Corp ↓ (NEUTRAL)▲
Approved $5.5M in retention awards for executives amid unclear financial trajectory. Repayment clause only for 12 months, raising questions about management stability.
- Hub Group ↓ (BEARISH)▲
CFO and COO departed simultaneously, with 2023-2025 financial restatement pending. Interim CFO appointed but no permanent replacements, creating deep operational and accounting uncertainty.
- Mastercard ↓ (NEUTRAL)▲
Leadership reshuffle effective Aug 3, 2026, moves CFO Ling Hai to new role and replaces him, creating execution risk during transition, though strategic rationale is coherent.
Risk Flags (9)
- Hub Group/Accounting & Leadership Crisis↓ [HIGH RISK]▼
CFO and COO departed; financial restatement for 2023–2025 and delayed SEC filings. Interim CFO term only 6 months. High uncertainty on accounting quality and leadership stability.
- Rithm Property Trust/Shareholder Revolt↓ [HIGH RISK]▼
Say-on-pay rejected (69.3% against), director Hoffman not re-elected with majority. Broker non-votes of 1.59M shares indicate widespread disengagement. Governance overhaul likely needed.
- Workiva/Compensation Opposition↓ [MEDIUM RISK]▼
~30% of votes against say-on-pay. This level of dissent often precedes activist engagement or board changes.
- Ardent Health/Volume Softness↓ [MEDIUM RISK]▼
Q2 2026 volume softness noted, leading to accelerated IMPACT cost-cutting program. Reaffirmed guidance may be at risk if volume weakness persists.
- Cytek Biosciences/Key Sales Departure↓ [MEDIUM RISK]▼
SVP Global Sales Philippe Busque resigning June 5, 2026 to pursue other opportunities. Risk of sales disruption and loss of client relationships.
- Biote/CEO Departure for Family Reasons↓ [MEDIUM RISK]▼
CEO stepping down June 8, 2026. Interim CEO also holds CFO role, creating key-person risk. Search for permanent CFO ongoing.
- Allarity Therapeutics/CEO Compensation Change↓ [LOW-MEDIUM RISK]▼
New agreement eliminates signing bonus but adds 12-month severance. Tax provisions (409A, 280G) may trigger unexpected liabilities; limited financial disclosure.
- Shattuck Labs/Equity Plan Opposition↓ [LOW-MEDIUM RISK]▼
10.7M votes against equity plan amendment (10.6% opposition) and 8% against say-on-pay, indicating governance concerns for biotech.
- Harvard Bioscience/Say-on-Pay & Equity Plan Dissent↓ [MEDIUM RISK]▼
Equity incentive plan approved with only 62.4% support (1.13M for vs 0.68M against). High opposition for a small-cap.
Opportunities (10)
- Honeywell/Aerospace Spin-off Catalyst↓ (OPPORTUNITY)◆
Appointment of independent director with industrial M&A expertise ahead of June 29, 2026 spin-off. Enhanced governance should improve spin-off execution and unlock value.
- Blackstone Real Estate Income Trust/Resignation as Opportunity↓ (NEUTRAL OPPORTUNITY)◆
Co-President Zaneta Koplewicz resigning June 24, 2026 for personal reasons. May create a vacuum in shareholder relations, but could also signal a shift to streamline management ahead of growth.
- Plains GP Holdings / Plains All American Pipeline↓ (OPPORTUNITY)◆
CFO succession planned 3 months ahead, ensuring smooth transition by September 1, 2026. Shows proactive leadership planning, reduces transition risk.
- Cornerstone Building Brands/New Controller Appointment↓ (OPPORTUNITY)◆
Appointed Richard Dirkson (CPA, CMA, CFM) as principal accounting officer after departure. Experienced candidate may improve internal controls and accounting quality.
- NexPoint Diversified Real Estate Trust↓ (OPPORTUNITY)◆
Shareholder proposal to liquidate overwhelmingly rejected (84.6% against). Board stability remains, while compensation and LTIP passed, indicating investor trust despite mixed sentiment.
- C. H. Robinson/Talent & Strategy Alignment↓ (OPPORTUNITY)◆
Granted $7.5M in performance/RSUs to Chief Strategy Officer with specific milestones (truckload growth, AI products, leadership development) over 5 years. Aligns incentives with long-term strategy.
- Gladstone Companies (4 entities)/Governance Expansion (OPPORTUNITY)◆
Simultaneous appointment of George Stelljes to 4 boards combines expertise with potential inter-company coordination. Could enhance governance and operational synergies.
- Dine Brands Global/Retention CCO & IHOP Lead↓ (OPPORTUNITY)◆
Lawrence Kim appointed Chief Commercial Officer with retention grant of $3M RSUs vesting June 2029. Signals commitment to commercial strategy and IHOP growth.
- YUM! Brands/Planned Succession↓ (OPPORTUNITY)◆
COO/Talent officer transition (Tracy Skeans) planned 19 months ahead with smooth retirement timeline. Avoids abrupt leadership gaps.
- WESCO International/CFO Transition Support↓ (OPPORTUNITY)◆
Former CFO David Schulz signed consulting agreement through Dec 2026, ensuring knowledge transfer and continuity after retirement.
Sector Themes (6)
- Governance Dissent in REITs & Real Estate◆
Rithm Property Trust (69% say-on-pay rejection) and NexPoint (mixed sentiment despite liquidation rejection) highlight growing shareholder activism in real estate sector. Directors facing opposition signals need for governance reforms.
- Coordinated Board Appointments at Gladstone Entities◆
One director (Stelljes) appointed to four affiliated Gladstone boards (Land, Investment, Commercial, Capital) on same day. Reflects centralized governance strategy; raises inter-locking director concerns but ensures consistency.
- Industrial/Manufacturing Leadership Refresh◆
Honeywell (new director), StandardAero (new CEO effective Oct 1, 2026), and Cornerstone Building Brands (new controller) are simultaneously refreshing leadership, often around strategic events like spin-offs. Indicates proactive succession planning in capital-intensive sectors.
- CFO Turnover Wave in Mid-Caps◆
Multiple CFO/CAO changes at Plains GP, Texas Instruments, Alliance Laundry, Cycurion, and Picard Medical (termination). Trend suggests increased mobility and demand for finance talent, especially in tech and energy.
- Shareholder Opposition to Equity Plan Increases◆
Several companies (Workiva, Shattuck Labs, Harvard Bioscience, Forte Biosciences, Varonis) faced notable opposition (10-30%) to equity plan share increases. Investors pushing back on dilution without clear performance targets.
- Biotech Focus on M&A-Ready Boards◆
Oncolytics and Achieve Life Sciences appointed directors with significant M&A and commercial experience. Indicates smaller biotechs positioning for potential M&A exits or partnerships as they advance clinical programs.
Watch List (9)
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Spin-off on June 29, 2026. Monitor board composition and any additional appointments that may impact execution. Scheduled completion date: June 29, 2026.
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Filing of restated 10-K and 10-Qs due by September 14, 2026. Monitor for restatement adjustments and leadership hires. Interim CFO term ends ~Dec 2026.
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Watch for board response to say-on-pay rejection (69.3% against) and director Hoffman's non-re-election. Possible compensation changes or shareholder engagement. Next AGM expected June 2027.
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Q2 2026 volume softness could lead to FY2026 guidance revision if 'IMPACT' program doesn't deliver. Next earnings call likely in August 2026.
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New CFO and CBO roles effective August 3, 2026. Monitor execution risk during transition. Tim Murphy retirement in October 2026 adds complexity.
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CEO Paul McElhinney assumes role October 1, 2026; Russell Ford becomes Executive Chairman through Dec 31, 2026. Watch for strategy shifts.
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SVP Global Sales departs June 5, 2026. Need for replacement to maintain global sales momentum. Monitor for competitor hires or client losses.
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CFO becomes interim CEO; permanent CFO search ongoing. Dual role creates key-person risk. Monitor for appointment of permanent CFO and CEO.
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CEO granted 2.5M immediately vested RSUs and $2.5M cash bonus. Watch for any performance-related disclosures or insider selling following this compensation event.
Filing Analyses
(48)
02-06-2026
Honeywell appointed Jillian Evanko, CEO of Duravant, to its Board as an Independent Director and Audit Committee member, effective immediately. The appointment comes ahead of the planned spin-off of Honeywell's Aerospace business on June 29, 2026, after which several directors will move to the Aerospace board. Evanko brings over 25 years of industrial and manufacturing experience, including as former CEO of Chart Industries.
- · Evanko, 48, has more than 25 years of experience across industrial and manufacturing sectors.
- · She spent nearly a decade at Chart Industries, most recently as President and CEO and prior as CFO.
- · She holds an MBA from The University of Notre Dame and a BS in Business Administration from La Salle University.
- · Following the Aerospace spin-off on June 29, 2026, Craig Arnold, Bill Ayer, Scott Davis, and Deborah Flint will join the Honeywell Aerospace board.
- · Evanko currently serves as an independent director of Greif, Inc. and previously served on boards of Chart Industries, Parker Hannifin, and Alliant Energy.
02-06-2026
Plains GP Holdings, L.P. announced the promotion of Russ Montgomery to Vice President, Accounting and Chief Accounting Officer effective September 1, 2026, and the retirement of Chris Herbold as Senior Vice President, Finance and Chief Accounting Officer effective August 31, 2026.
- · Russ Montgomery, 50, previously served as Vice President, Controller of PAA since 2019.
- · Montgomery joined PAA in September 2002 and spent four years at Arthur Andersen LLP prior.
- · Chris Herbold's retirement is effective August 31, 2026, and Montgomery's promotion is effective September 1, 2026.
02-06-2026
Plains All American Pipeline, L.P. (PAA) announced on June 1, 2026, that Russ Montgomery will be promoted to Vice President, Accounting and Chief Accounting Officer effective September 1, 2026, succeeding Chris Herbold, who is retiring on August 31, 2026. Montgomery has served as Vice President, Controller since 2019 and has been with the company since 2002.
- · Russ Montgomery, age 50, has been with PAA since September 2002, previously serving as Vice President, Controller (2019–present), Controller (2010–2019), Director of Operational Accounting (2008–2010), Manager of Crude Oil Accounting (2005–2008), and SEC and Financial Reporting Senior Analyst (2002–2005).
- · Prior to joining PAA, Montgomery spent four years at Arthur Andersen LLP.
- · Chris Herbold is retiring effective August 31, 2026.
02-06-2026
Picard Medical, Inc. terminated Bernard Skaggs as CFO effective June 1, 2026, and appointed Georgina Smith, 54, as Chief Accounting Officer on the same date. Smith previously served as Controller of SynCardia Systems, LLC from January 2026 to May 2026 and held accounting leadership roles at Rain Bird Corporation and Tucson Electric Power. No related party transactions or compensatory arrangements were disclosed.
- · Georgina Smith is a Certified Public Accountant in Arizona and holds an MBA and BS in Accounting from the University of Arizona.
- · Smith served as Controller of SynCardia Systems, LLC (a subsidiary) from January 2026 to May 2026 before her appointment.
- · No arrangements or understandings exist between Smith and any other person regarding her selection as CAO.
- · No related party transactions requiring disclosure under Item 404(a) of Regulation S-K were reported.
02-06-2026
Oscar Health, Inc. announced the transition of Mario Schlosser from President of Technology and Chief Technology Officer to Co-Founder & Advisor to the CEO, effective June 1, 2026, under an amended employment agreement. His new role focuses on accelerating the company's AI and digital health initiatives, and he will continue serving on the Board of Directors. The agreement reduces his compensation: base salary is set at $370,000 with no future annual bonuses, no long-term incentive or equity awards, and no severance or healthcare subsidies upon termination.
- · The amended agreement is effective June 1, 2026, and continues until terminated per its terms.
- · Mr. Schlosser will no longer be eligible for annual bonuses starting calendar year 2026.
- · He will not receive any long-term incentive or equity awards during the term, but will continue vesting in previously granted equity awards.
- · No cash severance or company-subsidized healthcare coverage upon termination.
02-06-2026
StandardAero, Inc. announced a leadership transition, appointing 35-year industry veteran and current Lead Independent Director Paul McElhinney as CEO, effective October 1, 2026, succeeding retiring CEO Russell Ford. Ford will serve as Executive Chairman through December 31, 2026, and remain a director thereafter. The company also confirmed its full-year 2026 guidance, previously issued on May 7, 2026, indicating no change in financial outlook.
- · CEO transition date is October 1, 2026; Chairman transition date is January 1, 2027.
- · Russell Ford's employment and separation date is December 31, 2026 or earlier.
- · McElhinney's employment agreement includes a 5-year initial term with automatic 1-year renewals.
- · Upon a qualifying termination within 24 months after/6 months before a change in control, McElhinney receives 2.0 times base salary plus target bonus, versus 1.5 times for other qualifying terminations.
- · Ford's transition agreement includes continued vesting of restricted shares post-separation and full vesting of restricted stock units and options upon separation.
- · No financial performance metrics (e.g., revenue, profit) were disclosed in this filing; only guidance confirmation.
02-06-2026
Gogo Inc. held its 2026 Annual Meeting on May 28, 2026, where stockholders approved the Amended and Restated 2024 Omnibus Equity Incentive Plan (A&R 2024 Plan) and ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026. All three Class I director nominees (Oakleigh Thorne, Hugh W. Jones, Charles C. Townsend) were elected, and the non-binding advisory vote on 2025 executive compensation passed. However, the advisory vote on executive compensation received 8,328,531 votes against (8.1% of votes cast), indicating some shareholder dissent.
- · Stockholders approved the A&R 2024 Plan with 101,407,100 votes for, 1,149,179 against, and 41,603 abstentions.
- · Ratification of Deloitte & Touche LLP as auditor received 120,197,773 votes for, 372,519 against, and 15,739 abstentions.
- · All three Class I director nominees were elected with over 99 million votes for each; broker non-votes totaled 17,988,148 for each director.
- · The advisory vote on executive compensation had 94,161,685 votes for, 8,328,531 against, and 107,666 abstentions.
02-06-2026
C.H. Robinson approved a special equity award for Chief Strategy and Innovation Officer Arun Rajan, consisting of $6M in performance stock units and $1.5M in restricted stock units, to drive strategic and talent development outcomes and reward financial overperformance. The award includes milestones for high-quality truckload growth, AI-enabled products, and leadership development, with vesting over five years.
- · Performance stock units vest based on strategic and talent milestones over FY2026-FY2030, plus an outperformance portion based on 2030 adjusted EPS.
- · Restricted stock units vest 20% annually over five years.
- · Award agreements are filed as Exhibits 10.1 and 10.2.
- · Forfeiture provisions apply unless death, disability, or qualifying change-in-control termination occurs.
02-06-2026
Texas Instruments announced the appointment of Julie Knecht as Senior Vice President and CFO (Chief Accounting Officer), effective August 1, 2026, succeeding Rafael Lizardi, who is retiring after 25 years with the company. Ms. Knecht, a 25-year TI veteran currently serving as VP and Chief Accounting Officer, will receive an annual base salary of $700,000 and $2 million in restricted stock units. The filing notes that Mr. Lizardi's retirement is not related to any financial or reporting concerns.
- · Julie Knecht, age 54, has been with Texas Instruments for over 25 years, most recently as Vice President and Chief Accounting Officer since 2021.
- · Rafael Lizardi's retirement is effective August 1, 2026, after 25 years with the company.
- · The separation agreement with Mr. Lizardi is described on page 46 of the company's 2026 Proxy Statement.
- · The appointment was made by the Board on May 27, 2026.
02-06-2026
On May 27, 2026, Philippe Busque, Ph.D., the Senior Vice President, Global Sales and Services of Cytek Biosciences, Inc., resigned effective June 5, 2026 to pursue another career opportunity. The resignation is not due to any disagreement with the Company's operations, policies, or practices. This senior leadership departure introduces a period of transition for the global sales organization.
- · Resignation effective date: June 5, 2026
- · Reason for departure: to pursue another career opportunity
- · No disagreement with Company's operations, policies or practices
- · Filed under Item 5.02 (Departure of Directors or Certain Officers)
02-06-2026
Pebblebrook Hotel Trust filed Articles of Amendment to its Declaration of Trust, replacing Section 5.3 to allow trustee resignation by written notice and removal with or without cause by a two-thirds vote of shareholders, subject to preferred share rights. The amendment was approved by the Board and shareholders.
- · Amendment requires two-thirds vote for trustee removal (with or without cause).
- · Preferred share rights to elect or remove trustees are preserved.
- · Articles executed on June 1, 2026, filed June 2, 2026.
02-06-2026
Mastercard announced a series of leadership updates effective August 3, 2026, to sharpen execution and deepen customer focus. Key changes include Ling Hai becoming CFO (succeeding Sachin Mehra), Sachin Mehra moving to a new Chief Business Officer role, and Linda Kirkpatrick becoming Chief Services Officer. The moves aim to unify customer focus and support continued growth, while Tim Murphy will retire as planned in October.
- · Leadership updates are effective August 3, 2026.
- · Tim Murphy, Vice Chair, will retire from Mastercard in October 2026 as planned.
- · Craig Vosburg transitions to Vice Chair and will serve as a global ambassador.
- · Raj Seshadri becomes Senior Strategic Advisor to the CEO.
- · Jorn Lambert continues to lead Consumer Payments, including stablecoin and agentic payments.
02-06-2026
Salesforce appointed Guy Wanger (age 64) as Chief Accounting Officer and principal accounting officer, effective June 15, 2026. Wanger brings extensive 38+ year career at Ernst & Young LLP where he previously served as the company's Lead Audit Engagement Partner from 2016-2021. His compensation package includes a $700,000 base salary, 70% bonus target, a $2 million sign-on cash bonus, and $9 million in restricted stock units vesting over four years.
- · Guy Wanger previously served as the company's Lead Audit Engagement Partner on behalf of EY from 2016 to 2021
- · Wanger most recently served as Partner, West Region Accounting Advisory Leader at WilliamsMarston LLC from March 2025
- · He was Chief Administrative Officer for C3 AI from September 2023 to January 2024
- · Wanger spent 38 years at EY (1985-2023), including as Audit Partner from 1996-2022 and Global Technology Industry Assurance Leader from 2012-2019
- · He is a Certified Public Accountant in California and Nevada and holds a Bachelor of Science in Commerce in Accounting from Santa Clara University
- · No family relationships with directors or executive officers, and no material interest in any reportable transactions
02-06-2026
Cycurion, Inc. announced the appointment of Ana Garcia as Chief Financial Officer, effective June 1, 2026, succeeding Alvin McCoy III, who will step down on May 31, 2026 and transition into a strategic advisory role. Ms. Garcia brings over 20 years of senior finance leadership experience from public and private technology companies, including KLDiscovery, Edelman Financial Services, and MicroStrategy. The transition is described as seamless and positions the company for organic growth and strategic M&A, though no specific financial metrics or performance data were provided in the filing.
- · Ana Garcia most recently served as Vice President of Finance and Interim CFO at KLDiscovery.
- · Earlier roles include senior finance positions at Edelman Financial Services, MicroStrategy, Spacenet, and Savvis.
- · Outgoing CFO Alvin McCoy will transition to a strategic advisory role focused on growth initiatives.
- · Cycurion serves government, healthcare, and corporate clients through subsidiaries Axxum Technologies, Cloudburst Security, and Cycurion Innovation.
02-06-2026
NexPoint Diversified Real Estate Trust held its Annual Meeting on June 2, 2026, where shareholders approved the 2026 Long Term Incentive Plan, ratified KPMG LLP as auditor for 2026, and elected all seven trustee nominees. A shareholder proposal to liquidate the company's assets was overwhelmingly rejected, with 25.2 million votes against versus 4.6 million in favor. However, the advisory vote on executive compensation passed with 27.0 million for and 2.5 million against, indicating some shareholder dissent.
- · All seven trustee nominees were elected with votes for ranging from 24,208,120 (Scott Kavanaugh) to 27,712,602 (Brian Mitts).
- · The advisory vote on executive compensation passed with 26,993,180 for, 2,516,601 against, and 436,991 abstentions.
- · The 2026 LTIP was approved with 26,945,964 for, 2,833,644 against, and 167,164 abstentions.
- · Ratification of KPMG LLP as auditor received 42,760,080 for, 1,514,886 against, and 108,464 abstentions, with no broker non-votes.
- · The shareholder proposal to liquidate the company's assets was not approved: 4,570,997 for, 25,160,407 against, 215,368 abstentions.
- · The issuance of common shares upon conversion or redemption of Series B Preferred Shares was approved with 27,382,186 for, 2,442,145 against, 122,441 abstentions.
- · Broker non-votes were 14,436,658 on all matters except the ratification of KPMG (which had 0 broker non-votes).
02-06-2026
Workiva Inc. held its Annual Meeting on May 28, 2026, where stockholders elected three Class III directors (Michael M. Crow, R. Scott Herren, and Julie Iskow) for terms expiring in 2029, and approved the amendment and restatement of the 2014 Equity Incentive Plan, increasing authorized shares from 17,760,000 to 21,660,000 (an additional 3,900,000 shares). The advisory vote on executive compensation passed with 51,575,404 votes in favor, but a significant 22,289,983 votes were against, indicating notable shareholder dissent.
- · The advisory vote on executive compensation (Say-on-Pay) received 22,289,983 votes against, representing approximately 30% of votes cast (excluding broker non-votes), a significant dissent level.
- · Julie Iskow had the highest number of withheld votes among directors at 20,448,075.
- · R. Scott Herren received the strongest support with 73,726,838 votes for and only 316,497 withheld.
- · The equity plan amendment passed with 62,218,607 votes for and 11,806,408 against.
02-06-2026
Ardent Health appointed Dave Caspers as President and CEO, effective immediately, succeeding Marty Bonick who stepped down. Caspers previously served as COO and brings operational experience from Walmart Health, Banner Health, and Target. The company reaffirmed its full-year 2026 Adjusted EBITDA guidance of $485-$535 million despite noting volume softness in Q2 2026, and is accelerating its IMPACT program to improve margins.
- · Dave Caspers joined Ardent Health in March 2025 as COO before being promoted to CEO.
- · Marty Bonick led the company through COVID-19, operational improvements, and the IPO.
- · Volume softness observed in Q2 2026 led to acceleration and expansion of the IMPACT program.
- · Ardent Health operates in six states with 30 acute care hospitals and ~280 sites of care.
02-06-2026
Tracy Skeans is stepping down from her dual roles as COO and Chief People & Culture Officer at YUM! Brands effective November 1, 2026, and will remain as Senior Advisor until retirement on March 1, 2028. She will receive a $500,000 lump sum payment post-retirement in exchange for waiving claims and forgoing 2027 equity grants, while continuing salary and bonus eligibility (except 2028 bonus) through retirement. This succession event marks a significant leadership transition at the company.
- · Transition Date is November 1, 2026; Retirement Date is March 1, 2028.
- · Ms. Skeans will remain bonus eligible through the Retirement Date but is not eligible for a 2028 fiscal year bonus.
- · No additional equity awards will be granted to Ms. Skeans; outstanding awards will continue vesting through Retirement Date.
- · Ms. Skeans will be retirement eligible on Retirement Date, with equity and benefits administered per terms.
02-06-2026
At its June 2, 2026 annual meeting, Rithm Property Trust Inc. elected four directors (Paul Friedman, Mary Haggerty, Daniel Hoffman, Michael Nierenberg) to serve until the 2027 meeting, despite significant opposition: director Hoffman received more withheld votes (2,451,652) than votes for (2,113,412), and all nominees faced material withhold votes. Stockholders also ratified Ernst & Young as auditor for FY2026 with 99.6% support (6,135,751 votes for, 13,515 against), but rejected the advisory 'say-on-pay' proposal on executive compensation (1,395,661 votes for vs. 3,148,191 votes against – a 69.3% negative vote). The 2026 Omnibus Incentive Plan was approved overwhelmingly (4,371,676 votes for, 96.2% of votes cast).
- · Director Daniel Hoffman received more withheld votes (2,451,652) than votes for (2,113,412), indicating significant shareholder discontent with his re-election.
- · Each director nominee faced broker non-votes of 1,594,031 shares, reflecting substantial unvoted shares in the election.
- · The say-on-pay proposal received only 1,395,661 votes for versus 3,148,191 against, with 21,212 abstentions and 1,594,031 broker non-votes.
- · The 2026 Omnibus Incentive Plan was approved with 4,371,676 votes for, 172,050 against, 21,338 abstentions, and 1,594,031 broker non-votes.
- · No other matters were voted on at the annual meeting.
02-06-2026
WESCO International Inc. (WCC) held its Annual Meeting on May 28, 2026, where all ten director nominees were elected and stockholders approved, on an advisory basis, the compensation of named executive officers with over 96% of votes cast in favor. Additionally, the company entered into a consulting agreement with former CFO David S. Schulz effective June 1, 2026, under which he will provide consulting services as a non-employee through December 31, 2026, while his outstanding equity awards continue to vest. The appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 was also ratified.
- · David S. Schulz served as EVP and CFO through February 16, 2026, then as special advisor to the CEO until retirement on May 31, 2026.
- · The consulting agreement with Schulz runs from June 1, 2026 to December 31, 2026, with possible extension by mutual agreement.
- · Schulz will receive an hourly fee for consulting services and his outstanding equity awards will continue to vest during the consulting term.
- · Schulz remains subject to non-competition, non-solicitation, non-disparagement, and confidentiality covenants.
- · All ten director nominees were elected with 'for' votes ranging from approximately 41.3 million to 43.2 million shares.
- · The ratification of PricewaterhouseCoopers LLP as independent auditor received 43,770,836 votes for, 2,652,699 against, and 17,796 abstentions.
- · There were no broker non-votes on the auditor ratification proposal.
02-06-2026
Mattel held its 2026 Annual Meeting on May 28, 2026, where stockholders approved the amendment and restatement of the 2010 Equity and Long-Term Compensation Plan, increasing the share reserve by 2,155,000 shares and extending the plan's termination date to March 19, 2036. All director nominees were elected, and proposals to ratify the auditor and approve executive compensation were also approved. However, several director nominees received significant 'AGAINST' votes, with Dominic Ng receiving the highest opposition at 16,217,908 votes.
- · The 2026 Restatement extends the plan termination date to March 19, 2036.
- · All director nominees were elected, but Dominic Ng received the most 'AGAINST' votes (16,217,908) among nominees.
- · Proposal 2 (ratify auditor) passed with 265,816,715 votes FOR, 4,136,113 AGAINST, and 170,723 abstentions.
- · Proposal 3 (advisory vote on executive compensation) passed with 236,401,260 FOR, 17,292,683 AGAINST, and 289,765 abstentions.
- · Proposal 4 (approve 2026 Restatement) passed with 236,024,891 FOR, 17,624,209 AGAINST, and 334,608 abstentions.
- · Broker non-votes were 16,139,843 for all director elections and proposals 1, 3, and 4.
02-06-2026
Cue Biopharma announced the mutual resignation of four directors (Jill Broadfoot, Peter Kiener, Frank Morich, Patrick Verheyen) effective May 29, 2026, with no disagreement cited. The board was reduced from seven to five directors, and two new directors (Daniel Camardo, Viola Meehan) were appointed on May 30, 2026)Skip. Additionally, Sumita Ray was appointed Chief Legal & Compliance Officer and Corporate Secretary, and Michael Meluzio was named Vice President, Principal Accounting Officer, both effective June 1, 2026. The changes reflect a significant board and officer restructuring, but no financial metrics or performance data were provided in the filing.
- · The board size was reduced from seven to five directors effective June 1, 2026.
- · Daniel Camardo serves as President of Immedica North America and teaches at Kellogg School of Management.
- · Viola Meehan retired as CFO of Vanqua Bio in January 2023 and previously held finance roles at AbbVie and Abbott.
- · Michael Meluzio will not receive additional compensation for his role as principal accounting officer.
- · Sumita Ray currently serves on the board of Biomea Fusion, Inc. (Nasdaq: BMEA).
02-06-2026
Hub Group announced the departure of CFO Kevin Beth and COO Brian Meents, appointing Todd Heeter as interim CFO and Treasurer. The company is conducting a financial restatement for 2023-2025 and expects to file overdue reports by September 14, 2026. While second-quarter 2026 business performance shows balanced demand and stronger pricing, the leadership upheaval and accounting restatement introduce significant uncertainty.
- · Todd Heeter's interim CFO term is six months, extendable at the company's election.
- · The company is restating financial statements for years ended December 31, 2024 and 2023, and quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.
- · Hub Group expects to file its Form 10-K for 2025 and Form 10-Q for Q1 2026 on or before September 14, 2026.
- · COO responsibilities will be absorbed by other senior leaders; no permanent COO search mentioned.
- · Second quarter 2026 to date: successful bid season, balanced demand trends, stronger pricing, increased over-the-road conversion opportunity, significant new business in Logistics, Brokerage volumes reflect focus on profitability and revenue per load.
02-06-2026
Varonis Systems held its 2026 Annual Meeting on June 1, 2026, where stockholders re-elected four directors, approved executive compensation on an advisory basis, ratified the appointment of Kost Forer Gabbay & Kasierer (EY) as independent auditor for FY2026, and approved an increase of 6,402,279 shares under the 2023 Omnibus Equity Incentive Plan. All proposals passed, though Proposal 4 (equity plan share increase) received the lowest support with approximately 9.7 million votes against.
- · Proposal 4 (equity plan share increase) had the highest opposition with 9,715,526 votes against and 70,090 abstentions, representing about 10.6% of votes cast (excluding broker non-votes).
- · Ratification of auditor (Proposal 3) passed with overwhelming support: 96,222,394 for, 3,931,624 against, 42,102 abstain, and no broker non-votes.
- · Advisory vote on executive compensation (Proposal 2) received 83,058,191 for, 7,994,373 against, and 114,288 abstain, indicating some shareholder dissent.
- · All four director nominees were elected with over 83 million votes each; Avrohom J. Kess received the highest withheld votes at 8,136,069.
02-06-2026
Biote announced CEO Bret Christensen is stepping down for family reasons, effective June 8, 2026, and will remain a director. CFO and CBO Bob Peterson has been named Interim CEO, and Chairman Marc Beer becomes Executive Chairman. The company reaffirmed FY2026 guidance of revenue above $190M and Adjusted EBITDA above $38M, with a return to procedure revenue growth in H2 2026. A search for a permanent CFO is underway.
- · Bret Christensen stepping down for family and personal reasons, returning to Utah.
- · Bob Peterson was recently promoted to Chief Business Officer in addition to CFO role.
- · Board has retained an executive search firm to identify CFO candidates.
- · Company strengthened commercial organization, expanded sales team, and enhanced practitioner support over past 12 months.
02-06-2026
On June 2, 2026, Zaneta Koplewicz resigned from Blackstone Real Estate Income Trust, Inc. as Co-President, Head of Shareholder Relations, and as a member of the Board of Directors, effective June 24, 2026. Her departure was a personal decision and not due to any disagreement with the Company, the Board, or Blackstone. The Company expressed gratitude for her contributions.
- · Resignation effective date: June 24, 2026.
- · Ms. Koplewicz held dual roles as Co-President and Head of Shareholder Relations, in addition to her Board membership.
- · The filing confirms no disagreement with the Company, Board, or Blackstone as the reason for departure.
02-06-2026
Postal Realty Trust, Inc. approved changes to non-employee Director compensation effective after the 2026 Annual Meeting, including an annual cash retainer of $37,500 and an equity retainer of $75,000 per Director, plus additional retainers for committee chairs and members. No changes were made to the Chairperson of the Board's compensation, and all other material terms of the policy remain unchanged.
- · The compensation changes were recommended by the Corporate Governance and Compensation Committee with assistance from Ferguson Partners Consulting, L.P.
- · Directors may elect to receive all or a portion of cash compensation as equity awards under the Company's equity incentive plan or Alignment of Interest Program.
- · Payment of annual retainers occurs in single lump-sum payments following each annual meeting, with pro rata payments for newly appointed Directors or committee chairs.
- · The Chairperson of the Board is not entitled to additional compensation for service on any committee.
- · All other material terms of the policy remain unchanged from the April 1, 2026 Definitive Proxy Statement.
02-06-2026
At its 2026 Annual Meeting on May 28, 2026, Shattuck Labs stockholders elected all three Class III director nominees (Taylor Schreiber, Helen M. Boudreau, Clay Siegall), ratified KPMG as independent auditor, approved executive compensation on an advisory basis, and approved an amendment to the 2020 Equity Incentive Plan (adding 1,691,082 shares and extending the term to March 23, 2036). The advisory vote on the frequency of future executive compensation votes favored one year (53,948,458 votes for). However, the amendment to the equity plan received a relatively high number of votes against (10,709,563), and the advisory vote on executive compensation also saw notable opposition (4,356,199 against).
- · The record date for the Annual Meeting was April 2, 2026.
- · The amendment to the 2020 Equity Incentive Plan extends the plan's term to March 23, 2036.
- · The advisory vote on executive compensation (Proposal 3) received 4,356,199 votes against, representing about 8% of votes cast (excluding broker non-votes).
- · The amendment to the equity plan (Proposal 5) received 10,709,563 votes against, representing about 19.7% of votes cast (excluding broker non-votes).
- · The company will hold future advisory votes on executive compensation annually until the next required vote on frequency.
02-06-2026
Dine Brands Global appointed Lawrence Y. Kim, President of the IHOP Business Unit, to the additional role of Chief Commercial Officer effective June 1, 2026. His base salary was increased to $850,000 and target annual bonus to 125% of base salary, and he will be eligible for annual long-term equity incentive awards with a target value of $2,000,000 starting in 2027. He also received a one-time retention award of restricted stock units with a maximum grant date value of $3,000,000, vesting on June 15, 2029, subject to performance targets and continued employment.
- · The appointment and compensation changes were effective June 1, 2026.
- · The Performance Retention Grant vests on June 15, 2029, contingent on achieving certain performance targets and continuous employment.
- · The annual long-term equity incentive awards will be granted in the same form as grants to other executive officers.
02-06-2026
VisionWave Holdings, Inc. announced the appointment of Einav Eliraz as Chief Financial Officer of its wholly-owned subsidiary VisionWave IL Ltd., effective June 1, 2026. Mr. Eliraz brings over 20 years of public company finance experience, including roles at Nano Dimension, Cellebrite, and Raval ACS. His compensation includes a gross monthly salary of NIS 50,000, customary Israeli benefits, and a performance bonus, plus a proposed grant of options to purchase 500,000 shares of common stock (subject to approvals). The appointment is expected to support the company's growth, acquisition strategy, and public company compliance, but no financial performance metrics or prior-period comparisons are provided in this filing.
- · Mr. Eliraz holds an MBA in Finance from the Hebrew University of Jerusalem and a B.A. in Accounting from Tel Aviv University, and is a Certified Public Accountant in Israel.
- · The option grant is subject to approval by the Board, Compensation Committee, stockholders if required, and compliance with Nasdaq rules.
- · There are no family relationships between Mr. Eliraz and any director or executive officer of the Company.
- · No transactions involving Mr. Eliraz require disclosure under Item 404(a) of Regulation S-K.
02-06-2026
Allarity Therapeutics, Inc. entered into an Amended and Restated Management Services Agreement (A&R MSA) with Ljungaskog Consulting AB, owned by CEO Thomas H. Jensen, effective June 1, 2026. The A&R MSA modifies CEO compensation by setting a 2026 annual base salary of SEK 6,000,000 and US$163,043 (paid 80% in SEK and 20% in USD), eliminates the prior $100,000 signing bonus, and introduces a termination-for-convenience payment of 12 months' Monthly Fee (previously none). However, the annual bonus remains capped at 60% of Monthly Fees, and the agreement adds new compliance provisions (Section 409A and 280G) that may impose tax liabilities.
- · The A&R MSA adds provisions addressing Section 409A and Section 280G of the Internal Revenue Code, applicable if the Consultant becomes subject to U.S. federal income taxation.
- · The A&R MSA eliminates the one-time $100,000 signing bonus that was provided under the Original MSA.
- · Upon termination by the Company for convenience, the Consultant is now entitled to a Termination Payment equal to 12 months of the Monthly Fee (previously none), subject to compliance, release, and cooperation conditions.
- · Upon termination by the Consultant for Good Reason, the Consultant is entitled to the Accrued Payments plus the Termination Payment (12 months of Monthly Fee), increased from nine months under the Original MSA.
- · The Company's notice period for a termination for convenience increased from 15 days to 30 days.
- · The annual bonus performance metrics for 2026 are set forth in Attachment B to the A&R MSA, and the bonus remains capped at 60% of Monthly Fees paid in a calendar year.
02-06-2026
On June 1, 2026, Verano Holdings Corp. granted CEO George Archos a $2.5M cash bonus and 2.5M immediately vested RSUs, while also cancelling his 2021 employment agreement. His base salary was increased to $650,000 retroactive to January 1, 2026, and he received additional long-term incentive awards totaling $1,137,500 (split equally between RSUs and cash) vesting over three years. The filing does not include any negative or flat performance metrics.
- · The CEO's previous employment agreement from February 2021 was cancelled on June 1, 2026.
- · The long-term incentive awards (RSUs and cash) vest in three equal installments over three years, conditioned on continued employment.
- · The RSUs were issued under the Verano Holdings Corp. Stock and Incentive Plan with a par value of $0.001 per share.
02-06-2026
Belvin Williamson, Jr. notified Old Dominion Electric Cooperative of his resignation from the board of directors, effective July 28, 2026. The resignation was announced on May 28, 2026, and the filing was made on June 2, 2026. No reason for the departure was provided, and no replacement has been announced.
- · Resignation effective date: July 28, 2026
- · Filing signed by Bryan S. Rogers, Senior Vice President and CFO
- · No reason for resignation was disclosed in the filing
02-06-2026
Gladstone Land Corporation announced the election of George “Chip” Stelljes, III as a director effective June 1, 2026, expanding the board from seven to eight members. Mr. Stelljes brings over 25 years of investment and advisory experience, including prior senior roles at Gladstone companies, and will serve on the Compensation, Ethics/Nominating/Governance, and Valuation Committees. The company continues to pay monthly distributions of $0.0467 per share ($0.5604 annualized) and has paid 159 consecutive monthly cash distributions since its 2013 IPO.
- · Mr. Stelljes holds an MBA from the University of Virginia and a BA in Economics from Vanderbilt University.
- · He is currently managing partner of St. John's Capital, LLC, and chairman of the board of Equalize Community Development Fund.
- · He also serves as an independent director of Oxford Square Capital Corporation.
- · The company owns farms in 14 states and nearly 56,000 acre-feet (over 18.1 billion gallons) of water assets in California.
- · Farms grow both annual row crops (berries, vegetables) and permanent crops (almonds, blueberries, figs, olives, pistachios, wine grapes).
02-06-2026
Gladstone Investment Corporation announced the election of George 'Chip' Stelljes, III to its board of directors, effective June 1, 2026, expanding the board from seven to eight members. Mr. Stelljes brings over 25 years of investment experience and will serve on the Compensation, Ethics/Nominating/Governance, and Valuation Committees. The filing contains no financial results or period-over-period comparisons, so no quantitative performance data is available.
- · Mr. Stelljes was appointed to the Compensation Committee, Ethics, Nominating & Corporate Governance Committee, and Valuation Committee.
- · He previously served as chief investment officer, president, and director of multiple Gladstone companies from 2001 to 2013.
- · He holds an MBA from the University of Virginia and a BA in Economics from Vanderbilt University.
- · He is currently chairman of the board of Equalize Community Development Fund and an independent director of Oxford Square Capital Corporation.
02-06-2026
Gladstone Commercial Corporation announced the election of George 'Chip' Stelljes, III as a director effective June 1, 2026, expanding the board from seven to eight members. Mr. Stelljes brings over 25 years of investment experience and will serve on the Compensation, Ethics/Nominating/Governance, and Valuation Committees. The company's real estate portfolio as of March 31, 2026, consisted of 151 properties across 27 states totaling approximately 17.7 million square feet.
- · Mr. Stelljes was elected to the 2028 class of directors.
- · He currently serves as managing partner of St. John's Capital, LLC.
- · He holds an MBA from the University of Virginia and a BA in Economics from Vanderbilt University.
- · The board size increased from seven to eight directors.
02-06-2026
Gladstone Capital Corporation announced the election of George “Chip” Stelljes, III as a director effective June 1, 2026, expanding the board from seven to eight members. Mr. Stelljes brings over 25 years of investment analysis and management experience, including prior senior roles within the Gladstone companies. He has also been appointed to the Compensation, Ethics/Nominating/Governance, and Valuation Committees.
- · Mr. Stelljes was elected to the 2028 class of directors.
- · He previously served as chief investment officer, president, and director of multiple Gladstone companies from 2001 to 2013.
- · He holds an MBA from the University of Virginia and a BA in Economics from Vanderbilt University.
- · He is currently chairman of the board of Equalize Community Development Fund and an independent director of Oxford Square Capital Corporation.
02-06-2026
On May 29, 2026, Achieve Life Sciences appointed Jeff Farrow and Dr. Reid Waldman as directors. Mr. Farrow will chair the Audit Committee and serve on the Nominating and Governance Committee; Dr. Waldman will chair the Compensation Committee and serve on the Commercial Committee. Each incoming director receives a pro-rated $40,000 annual retainer and a stock option for 47,250 shares vesting monthly over three years.
- · The appointments were effective May 29, 2026.
- · Each incoming director will receive additional cash compensation for committee service beyond the annual retainer.
- · The stock options vest monthly over three years, subject to continued service.
- · Standard indemnification agreements were entered into with each incoming director.
- · No arrangements or understandings exist with other persons regarding their selection as directors.
- · No family relationships exist between the incoming directors and any director or executive officer.
- · Neither incoming director has a material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
02-06-2026
Oncolytics Biotech announced the appointment of Steve Glover to its Board of Directors and the promotion of John McAdory to Chief Operating Officer. Mr. Glover brings significant transaction experience, having chaired Ambrx Biopharma during its ~$2B acquisition by Johnson & Johnson. Mr. McAdory, who joined earlier in 2026 from CG Oncology, will oversee clinical operations, preclinical R&D, and strategic partnerships. The moves come as the company advances pelareorep in gastrointestinal cancers with Fast Track designation from the FDA.
- · Pelareorep has received Fast Track designation from the FDA for colorectal and pancreatic cancer.
- · Pelareorep has shown encouraging results in multiple first-line pancreatic cancer studies, two randomized Phase 2 studies in metastatic breast cancer, and early-phase studies in anal and colorectal cancer.
- · John McAdory joined Oncolytics earlier in 2026 after serving as VP of Clinical Operations at CG Oncology.
- · Steve Glover served as Chairman of Ambrx Biopharma during its acquisition by Johnson & Johnson in a transaction valued at approximately $2 billion.
02-06-2026
Alliance Laundry Holdings announced the retirement of COO International Jan Vleugels effective September 30, 2026, with Bob Calver succeeding him on October 1, 2026. The company also appointed Tom Gelston as Vice President, Investor Relations, effective June 1, 2026. This leadership transition reflects a planned succession, with no negative or flat financial metrics reported.
- · Jan Vleugels joined Alliance in 2014 through the Primus acquisition, and his retirement is effective September 30, 2026.
- · Bob Calver joined Alliance in 2018 and previously served as Interim CFO, leading a $2 billion term loan refinancing, and as VP Investor Relations.
- · Tom Gelston brings over 25 years of investor relations and finance experience, most recently at FuelCell Energy, and held roles at Terex Corporation and GE Capital.
- · Alliance serves approximately 150 countries with more than 4,000 employees and five brands.
- · The company listed on the NYSE in October 2025.
02-06-2026
Cornerstone Building Brands, Inc. announced the departure of Tina Beskid as Chief Accounting Officer and the appointment of Richard Dirkson as Senior Vice President, Corporate Controller (principal accounting officer), effective May 28, 2026. Dirkson will receive an annual base salary of $360,000 and a target annual bonus of 50% of base salary, along with a one-time grant of 14,000 Class B Profit Units. Additionally, the sole stockholder re-elected 12 directors to the board.
- · Richard Dirkson, age 55, previously served as Vice President of Accounting for the Windows & Doors segment since December 2024.
- · Dirkson holds active CPA, CMA, and CFM designations and serves on the board of GLW Medical.
- · There are no family relationships between Dirkson and any Company director or executive officer, and no related person transactions.
- · The 12 directors re-elected include Marcia Avedon, Jake Donnelly, Carol Flaton, Wilbert James, Jr., Daniel Janki, John Krenicki, Jr., Timothy O'Brien, Daniel Silvers, Nathan Sleeper, Gunner Smith, Suzanne Stefany, and Tyler Young.
02-06-2026
US Alliance Corporation appointed Jeffrey Brown as Vice-President and Principal Financial Officer, along with several subsidiary officer roles, effective June 1, 2026. The Board approved a five-year employment agreement with an annual base salary of $275,000, 100,000 shares of common stock vesting over ten years, and severance equal to 200% of his highest full-year W-2 earnings from the prior three years. The filing does not include any financial results or period-over-period comparisons.
- · Jeffrey Brown also appointed President and COO of US Alliance Life and Security Company and its Montana subsidiary, and Secretary/Treasurer of US Alliance Investment Corporation and US Alliance Marketing Corporation.
- · Unvested shares are subject to forfeiture if Mr. Brown resigns without 'Good Reason'.
- · All unvested shares immediately vest upon a 'Change in Control' or 'Change in Leadership'.
- · Employment agreement includes one-year non-competition and non-solicitation covenants.
02-06-2026
Zions Bancorporation elected Daniel J. Ryan, a retired PwC partner with over 40 years of experience in banking and capital markets, to its board of directors. The company reported total assets of approximately $89 billion as of December 31, 2025, and annual net revenue of $3.4 billion in 2025. No negative or flat financial metrics were disclosed in this filing.
- · Daniel J. Ryan is a retired PwC partner and former Banking and Capital Markets Leader with more than 40 years of experience.
- · Ryan has advised boards on governance, risk management, regulatory engagement, financial reporting, internal controls, and technology and cybersecurity risk.
- · He participated in more than 25 board, audit committee, and risk committee effectiveness reviews for large and regional U.S. banks.
- · Zions operates under local management teams and distinct brands in 11 western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming.
- · Zions is included in the S&P MidCap 400 and NASDAQ Financial 100 indices.
02-06-2026
On June 1, 2026, the Compensation Committee and Board of American Superconductor Corporation approved the Fiscal 2026 Executive Incentive Plan, covering the CEO and all current executive officers. The plan ties cash incentives to non-GAAP net income (50% weighting), revenues (25%), and operating expenses (25%), with payouts capped at 200% of target. CEO Daniel P. McGahn has a target incentive of $754,000 (100% of base salary), and CFO John W. Kosiba, Jr. has a target of $351,000 (75% of base salary).
- · The plan covers the fiscal year ending March 31, 2027 (fiscal 2026).
- · Payouts are determined by the Compensation Committee for all participants except the CEO; the Board determines the CEO's payout based on the Committee's recommendation.
- · Individual awards can range from 0% to 200% of the target incentive.
- · The performance metrics are: non-GAAP net income (50% weight), revenues (25% weight), and operating expenses (25% weight).
02-06-2026
Sleep Number Corp approved one-time cash retention awards totaling $5.5M for five named executive officers on May 27, 2026, with net new retention amounts after waiving previous awards ranging from $150K to $1.875M. The awards require repayment if the executive resigns or is terminated for cause within 12 months, but the obligation is waived in certain corporate events or termination without cause.
- · The retention awards were approved by the Board on May 27, 2026, with advice from an independent compensation consultant and financial advisors.
- · Ms. O'Keefe did not have any outstanding retention awards and thus did not waive any amounts.
- · The repayment obligation is waived in the event of certain corporate transactions or termination without cause, death, or disability.
- · The Retention Agreements will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ending July 4, 2026.
02-06-2026
At its 2026 Annual Meeting on June 2, 2026, Harvard Bioscience stockholders approved an amendment to the Employee Stock Purchase Plan and the Amended and Restated 2021 Incentive Plan, increasing authorized shares by 400,000. Stockholders also ratified Grant Thornton LLP as independent auditor for FY2026 and approved, on a non-binding advisory basis, named executive officer compensation. However, the Amended and Restated 2021 Incentive Plan received relatively narrow support (1,131,261 for vs. 680,030 against), indicating significant shareholder dissent.
- · The Amended and Restated 2021 Incentive Plan was approved with 1,131,261 votes for and 680,030 against, representing a 62.4% approval rate among votes cast (excluding broker non-votes).
- · The Employee Stock Purchase Plan amendment was approved with 1,705,565 votes for and 90,905 against.
- · Ratification of Grant Thornton LLP as independent auditor for FY2026 passed with 2,781,705 votes for, 13,975 against, and 3,849 abstentions.
- · The non-binding advisory vote on named executive officer compensation received 1,768,695 votes for and 57,111 against.
- · Both director nominees were elected: John Duke received 1,800,288 votes for and 28,703 withheld; Katherine A. Eade received 1,680,982 votes for and 148,009 withheld.
02-06-2026
Forte Biosciences, Inc. (FBRX) held its 2026 annual meeting on May 29, 2026, where stockholders elected three Class III directors (Steven Kornfeld, Scott Brun, Paul A. Wagner), ratified KPMG LLP as independent auditor, approved executive compensation on an advisory basis, and approved the Amended and Restated 2021 Equity Incentive Plan, which reserves up to 5,190,000 shares for issuance. Notably, while the advisory vote on executive compensation passed with 12,143,153 votes for, a substantial 3,764,729 votes were against and 352,089 abstained, representing significant shareholder dissent of approximately 24% of votes cast excluding broker non-votes. Similarly, the equity plan approval garnered 11,911,879 votes for versus 3,997,050 against and 351,042 abstentions, indicating notable opposition.
- · Broker non-votes totaled 1,506,063 for each director election and proposals 3 and 4.
- · The ratification of KPMG LLP passed overwhelmingly with 17,722,893 votes for, only 3,182 against, and no broker non-votes.
- · The 2021 Equity Incentive Plan amendment was previously approved at the 2021 annual meeting and again at the January 24, 2025 special meeting.
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