US Corporate Board Director Changes SEC Filings — July 06, 2026

USA Board Room Changes

By Gunpowder Editorial ·

34 high priority 34 total filings analysed

Executive Summary

The July 6, 2026, batch of 34 USA Board Room filings reveals a pronounced leadership churn, with multiple CFO departures, CEO transitions, and director shifts, often coinciding with strategic restructuring. The highest-impact events include Verses AI's near-collapse (CEO & CFO resigned, R&D discontinued) and Strategy Inc's massive $8.32 billion bitcoin impairment loss with its CAO retiring, signaling severe distress.

A sector-wide theme is the use of equity incentives (RSUs, stock options) to retain top talent and ensure leadership stability, notably at Powell Industries and Celestica. Conversely, several banks (Eagle Bancorp, Commerce Bancshares) are executing routine board appointments linked to succession planning, indicating proactive governance. Mixed sentiment dominates, with positive appointments at Kyndryl and S&P Global offset by operational uncertainty at Healthy Extracts and Nomadar. The data strongly suggests investors should watch for further execution risks at companies with unfilled key roles and potential value unlocks at firms with seasoned new leadership.

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 July 02, 2026.

Investment Signals (12)

  • Appointed Ellen Johnson (ex-IPG CFO) and Andrew Bonzani, signaling upgraded corporate governance and financial oversight. This follows a pattern of strengthening the exec team post-IBM spin-off

  • Celestica (BULLISH)

    Promoted 21-year veteran Steven Dorwart to lead Connectivity & Cloud Solutions, suggesting strong internal talent pipeline and continuity. Jason Phillips remains as advisor, minimizing transition risk

  • Granted CEO Brett Cope 36,000 backloaded RSUs incentivizing tenure to 2029, strongly signaling board confidence in his leadership and a commitment to long-term strategy

  • Issued 44,262 special time-vested RSUs to two NEOs for succession planning, a clear signal of proactive management stability and retention

  • Deschutes Parent (Digimarc) (BULLISH)

    New CEO Paul Carreiro granted 752,600 performance-vesting units tied to stock price targets ($14.37, $21.92, $38.33), offering a powerful alignment with shareholder value creation

  • Restructured Market Intelligence into AI-driven verticals (Kensho Data & Platforms) and moved key assets, indicating a strategic pivot to higher-growth, higher-margin AI solutions

  • Director Kenneth Grossman received 45.9% withheld votes, a strong signal of shareholder discontent. The say-on-pay approval at only 67.8% flags governance issues

  • President/COO resigned (effective Jul 1) with no replacements named, creating operational uncertainty and a key risk to execution

  • Verses AI (BEARISH)

    Complete leadership vacuum (CEO/CFO resigned) coinciding with R&D discontinuation. No assurance of continued operations; high risk of total capital loss

  • Bitcoin holdings declined 2,225 BTC, CAO retired, and a full valuation allowance against deferred tax assets was triggered, underscoring financial distress and accounting complexity

  • Promoted Charles Nelson to Chairman/CEO and Ted Warner to President/CFO, signaling consolidation of power and a shift towards an integrated leadership structure for their energy-digital strategy [NEUTRAL/BULLISH]

  • CFO separated and auditor changed (Withum to KNAV) post-acquisition. While auditor report had no adverse opinion, the dual change increases transitional risk and could raise governance questions [NEUTRAL/BEARISH]

Risk Flags (8)

  • Verses AI/Going Concern [CRITICAL RISK]

    CEO/CFO resignation + R&D discontinuation + no financing assurance. Filing warns of potential business cessation.

  • $8.32B impairment loss (mostly unrealized) on bitcoin. Bitcoin holdings dropped by 2,225 BTC week-over-week. Full valuation allowance against deferred tax assets implies no future tax benefits.

  • President, COO, and board member resigned with no interim or permanent replacement announced. CEO is now sole executive barring filled roles.

  • Director Kenneth Grossman received 45.9% withheld votes. Say-on-pay barely passed at 67.8%, indicating significant governance friction.

  • CFO separation + auditor dismissal (Withum) and new appointment (KNAV) simultaneous with EngineRoom acquisition. Increases risk of financial reporting disruption despite no past disagreements.

  • Board member Sarkees John Nahas resigned with no reason given and no replacement named, creating opacity about governance stability.

  • CFO Jesse Coury resigned and is retained as a contractor at $300/hr for only 3 months. No permanent replacement found, creating a gap in long-term financial leadership.

  • Reinstated Executive Severance Policy is temporary (ends 12 months after new CEO starts). The interim CEO is explicitly excluded, creating a potential gap in top leadership continuity.

Opportunities (8)

  • Appointed CFO from IPG (significant large-cap finance expertise) and GC from IBM (deep sector knowledge). This could signal improved financial discipline and capital allocation, likely to be discussed on Aug 6 earnings call.

  • Deschutes Parent (Digimarc)/Performance-Linked CEO (OPPORTUNITY)

    Paul Carreiro's equity award with stock price thresholds ($14.37-$38.33) creates a multi-year catalyst path. If targets are met, it implies significant value creation. First tranche deadline is July 2028.

  • Reorganization into AI-centric divisions (Kensho Data & Platforms) suggests a higher-margin, subscription-based revenue stream focus. Move of Maritime & Trade and Credit Analytics implies operational efficiencies.

  • Elevation of Charles Nelson to Chairman/CEO and Ted Warner to President/CFO consolidates strategic and financial oversight, potentially streamlining execution for their energy-digital assets in the Permian Basin.

  • CEO retirement with seamless internal promotion (former CFO becomes CEO, internal VP becomes CFO) indicates deep bench and low execution risk. Outgoing CEO remains as advisor, preserving deal flow relationships.

  • Appointment of John Lutz (ex-IBM VP, Vanderbilt) brings 30+ years of tech and institutional experience, likely strengthening governance as ePlus navigates IT services growth.

  • Marie Washburn appointed CFO effective July 13, just ahead of expected Phase 2b HLHS data (Q3 2026). Strong controller background suggests a clean financial narrative for a pivotal readout.

  • Dr. Jovan-Embiricos replaced by Laurie Keating, a director with a new option grant and audit committee role. This could signal a shift towards more operationally focused oversight.

Sector Themes (5)

  • Leadership Churn in Fintech/Crypto (HIGH ATTENTION)

    High-profile exits at Verses AI and Strategy Inc, both tied to underlying business model challenges (R&D discontinuation vs. bitcoin impairment). This suggests sector-wide stress in companies dependent on volatile digital assets.

  • Internal Promotion vs External Hires (STRUCTURAL TREND)

    A strong preference for internal promotions for CEO/CFO roles (Celestica, DLH Holdings, New ERA Energy) is visible, indicating boards prioritize continuity and institutional knowledge during transitions. Conversely, roles needing turnaround or new strategy (Kyndryl, S&P Global) are going to established external executives.

  • Equity Retention as Strategic Defense (CAPITAL ALLOCATION TREND)

    Multiple filings (Powell Industries, Commerce Bancshares, Deschutes Parent) show companies using backloaded RSUs or performance-vesting units to lock in key leaders through 2029. This is a proactive anti-poaching and succession measure.

  • Governance updates in Banking (SECTOR TREND)

    Eagle Bancorp and Commerce Bancshares show routine retirement/nomination of directors, but EWSB Bancorp's appointment of Hope Lundt underscores a focus on board refreshment.

  • Rise of AI and Data Reorganization (STRUCTURAL TREND)

    S&P Global's reorganization into Kensho Data & Platforms and New ERA Energy's appointment of a COO from Microsoft/ByteDance both highlight a cross-sector push to integrate AI into core operations and product offerings.

Watch List (7)

  • New CFO Ellen Johnson starts July 20, officially takes over Aug 6. First earnings call under new leadership likely to provide guidance on capital allocation. [Date: Aug 6, 2026]

  • CFO Marie Washburn starts July 13. Anticipated top-line results from Phase 2b laromestrocel trial in Q3 2026 could be transformational. [Date: Q3 2026]

  • Deschutes Parent (Digimarc)/CEO First Quarter
    👁

    Paul Carreiro's first full quarter as CEO ends Sep 30, 2026. Watch for early strategy articulation and any preliminary traction on stock price targets. [Date: Q4 2026 Q3 Earnings Call]

  • Company needs to secure financing or strategic transaction to survive. Any filing related to asset sales or restructuring would be critical. [Event: Pending]

  • President and COO positions remain vacant. Any announcement of replacements or further departures will be a key sentiment driver. [Event: Pending]

  • Jesse Coury's contract ends Sep 30, 2026. The speed and quality of a permanent replacement will be closely watched. [Date: By Sep 30, 2026]

  • Company sold 3,588 BTC in a week. Any further sales or changes in its bitcoin strategy amid the impairment loss will be market-moving. [Event: Weekly BTC holdings updates]

Filing Analyses (34)
Coda Octopus Group, Inc. 8-K neutral materiality 4/10

06-07-2026

Coda Octopus Group, Inc. announced the retirement of Interim CFO Gayle Jardine effective August 3, 2026, and the appointment of Mark Kelly as the new CFO, effective the same date. Mr. Kelly brings extensive finance leadership experience from Medac Pharma, Chubb Insurance, Twist Bioscience, and Charles River Laboratories. He will receive an annual base salary of £165,000 (approximately $218,625) and a restricted stock grant valued at $40,000, subject to vesting and performance milestones.

  • · Mark Kelly's appointment is subject to a three-month probationary period, which may be extended by up to two additional months at the company's discretion.
  • · The restricted stock grant vests in two equal annual installments commencing October 31, 2027, and is subject to performance milestones.
  • · Mr. Kelly qualified as a Chartered Accountant through the Institute of Chartered Accountants of Scotland in 1996 and holds a BA Honours in Accounting and Finance from the University of Strathclyde.
Verses AI Inc. 8-K negative materiality 9/10

06-07-2026

Verses AI Inc. announced the resignations of CFO James Christodoulou (June 26, 2026) and Interim CEO David Scott (June 30, 2026), which align with the previously announced discontinuation of its AI research and development activities. The company is pursuing financing and strategic opportunities to maximize shareholder value, but warns there is no assurance of any transaction or that operations will continue.

  • · The resignations are effective June 26, 2026 (CFO) and June 30, 2026 (Interim CEO).
  • · The company has discontinued its artificial intelligence research and development activities.
  • · There is no assurance that any financing or strategic transaction will be completed or that the company will continue operations.
New ERA Energy & Digital, Inc. 8-K neutral materiality 6/10

06-07-2026

New ERA Energy & Digital, Inc. announced a major executive restructuring effective July 1, 2026. Charles Nelson was promoted from President/COO to Chairman and CEO, Ted Warner was appointed President (retaining CFO role) and joined the Board, and José Rodriguez was hired as COO from Microsoft/ByteDance. Meanwhile, former CEO E. Will Gray II resigned from the Board and was reassigned to President of the Permian Basin under a new employment agreement through 2030.

  • · Charles Nelson's employment agreement amendment only changes his title; all other terms remain unchanged from the Feb 2, 2026 filing.
  • · Ted Warner's employment agreement amendment adds President to his CFO title; other terms unchanged from March 18, 2026 filing.
  • · José Rodriguez previously served as Vice President, Data Center Engineering and Operations at the Company before promotion to COO.
  • · Rodriguez's PSUs replace any prior performance-vesting RSU award and vest upon certification of management objectives over a 5-year period starting Jan 1, 2026.
  • · E. Will Gray II's resignation from the Board was not due to any disagreement with the Company.
  • · Gray's severance under his new agreement includes base salary through July 1, 2030, unpaid prior-year bonus, and a lump-sum for benefit premiums through July 1, 2030.
Kyndryl Holdings, Inc. 8-K positive materiality 6/10

06-07-2026

Kyndryl announced the appointments of Ellen Johnson as incoming CFO (effective August 6, 2026) and Andrew Bonzani as General Counsel and Secretary (effective immediately). Johnson joins from IPG, where she served as EVP and CFO from 2020 to 2025, while Bonzani also comes from IPG and previously spent 18 years at IBM. Interim CFO Harsh Chugh will continue through August 5, 2026, and Interim General Counsel Mark Ringes returns to his Deputy General Counsel role.

  • · Johnson will join Kyndryl on July 20, 2026, and assume CFO role on August 6, 2026.
  • · Harsh Chugh will serve as Interim CFO through August 5, 2026, when Kyndryl plans to file its first-quarter 2027 earnings report and Form 10-Q.
  • · Bonzani's appointment is effective immediately; he served as EVP and General Counsel at IPG from 2021 to 2025.
  • · Mark Ringes, who served as Interim General Counsel and Secretary, returns to his role as Deputy General Counsel.
EAGLE BANCORP INC 8-K neutral materiality 3/10

06-07-2026

Eagle Bancorp Inc. appointed Stephen R. Curley to the boards of the Company and its subsidiary EagleBank, effective July 6, 2026, in connection with his previously announced role as President and CEO. Mr. Curley will not receive additional compensation for his board service. No related party transactions or other arrangements were disclosed.

  • · Appointment effective July 6, 2026, following the June 29, 2026 board meeting.
  • · Committee assignments for Mr. Curley are to be determined at a later date.
  • · No additional compensation for board service beyond his existing CEO compensation.
Bitfarms Ltd 8-K positive materiality 5/10

06-07-2026

Keel Infrastructure Corp. (Nasdaq: KEEL; TSX: KEEL) announced the appointment of Ganesh Aiyer as President, effective July 6, 2026. Mr. Aiyer, formerly Chief Business Officer at Digital Realty Trust, brings 25 years of experience in data center and technology sectors and will lead commercial and pipeline expansion activities. The filing does not include any financial results or period-over-period comparisons, so no negative or flat metrics are present.

  • · Keel Infrastructure trades on Nasdaq and TSX under ticker 'KEEL'.
  • · Keel is headquartered in New York City.
  • · Keel's development pipeline is 2.2 gigawatts with established grid interconnections in Pennsylvania, Washington, and Québec.
  • · Mr. Aiyer previously held senior executive roles at Schneider Electric and Dell Technologies.
Readvantage Corp. 8-K neutral materiality 2/10

06-07-2026

Readvantage Corp. appointed David Gaertner and David Mutina to its Board of Directors on July 2, 2026. Both bring technology and operations experience, but no compensatory arrangements or committee assignments were made at the time of appointment. The filing contains no financial data or performance metrics.

  • · David Gaertner, age 42, has been a Business Development Manager for a technology company since 2018.
  • · David Mutina, age 44, has been a Project Manager at Y Soft since 2018.
  • · Neither director was appointed to any Board committee at the time of appointment.
  • · No compensatory arrangements were entered into with either new director.
  • · No family relationships exist between the new directors and other officers/directors.
  • · No transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.
Sadot Group Inc. 8-K neutral materiality 3/10

06-07-2026

Sadot Group Inc. appointed Aleksandr Zhandov as Chief Operating Officer and Deputy Chief Executive Officer, effective July 6, 2026. Mr. Zhandov brings extensive experience in information technology and cybersecurity, and will receive an annual base salary of $120,000 with eligibility for discretionary bonuses and equity awards, but no severance payments are provided under the employment agreement.

  • · Mr. Zhandov has served as an independent consultant since August 2021, focusing on market research, cybersecurity, and technology strategy.
  • · He previously held engineering roles at Archway Computer from May 2011 to May 2024, including System Engineer and Senior System Engineer.
  • · The employment is at-will, and the agreement includes customary confidentiality, non-competition, non-solicitation, and clawback provisions.
  • · No severance payments are provided upon termination.
WASTE ENERGY CORP. 8-K neutral materiality 3/10

06-07-2026

Waste Energy Corp. announced the resignation of CFO Braden Glasbergen effective June 30, 2026, for personal reasons, with no disagreement with the company. The Board appointed President and CEO Scott Gallagher as Interim CFO and director W. Scott McBride as Interim Treasurer and Secretary, both effective July 1, 2026, with no additional compensation.

  • · Braden Glasbergen resigned effective June 30, 2026, for personal reasons, with no disagreement with the company.
  • · Scott Gallagher (age 59) has served as President since 2022 and Chairman and CEO since 2024; he has prior CFO experience at other public companies.
  • · W. Scott McBride (age 54) has served as a director since 2024 and holds a Master's degree; his daughter Marley McBride provides R&D consulting services to the company.
  • · Neither Gallagher nor McBride will receive additional compensation for their interim roles.
Nomadar Corp. 8-K neutral materiality 3/10

06-07-2026

Nomadar Corp. appointed Joaquin Martin, its Chief Executive Officer of the Americas & Global Vice-Chairman, to the Board effective July 3, 2026. Concurrently, Manuel Vizcaino resigned as co-chairman and board member, with no disagreement cited. Mr. Martin will not receive additional director compensation.

  • · Joaquin Martin, age 55, has been with Nomadar since September 2023, previously serving as Chief Communications and Investor Relations Officer.
  • · Martin holds multiple advanced degrees including a Master's in Innovation from MIT and a Master's in Leadership and Strategy from IE Business School.
  • · Manuel Vizcaino's resignation was not due to any disagreement with the company.
  • · Martin will not receive additional compensation for his board service; his existing employment agreement governs his compensation.
Avalanche Treasury Corp 8-K neutral materiality 3/10

06-07-2026

Avalanche Treasury Corp filed an 8-K on July 6, 2026, announcing the resignation of Sarkees John Nahas from the board, effective July 1, 2026. The filing includes a resignation letter as Exhibit 17.1. No financial impact or replacement details were disclosed.

  • · Resignation effective July 1, 2026, with filing on July 6, 2026.
  • · No reason for resignation provided in the filing.
  • · No successor or interim director named.
Natera, Inc. 8-K neutral materiality 3/10

06-07-2026

On July 1, 2026, Dr. Monica Bertagnolli resigned from the Board of Directors of Natera, Inc., effective immediately, due to her new position with the National Academy of Medicine. Her resignation was not due to any disagreement with the company regarding its operations, policies, or practices.

  • · Dr. Bertagnolli's resignation was effective July 1, 2026.
  • · She resigned from both the Board and all Board committees.
  • · The resignation was not due to any disagreement with Natera's operations, policies, or practices.
COMMERCE BANCSHARES INC /MO/ 8-K neutral materiality 4/10

06-07-2026

Commerce Bancshares, Inc. approved special time-vested RSU grants to two named executive officers, Kevin G. Barth and Charles G. Kim, as part of succession planning. Each grant covers 44,262 shares with three-year cliff vesting, contingent on continued employment, with modified provisions for death/disability and non-competition.

  • · The RSUs vest on a three-year cliff basis, contingent on continued employment.
  • · Pro rata vesting occurs in the event of death or disability, but not upon retirement before the vesting period ends.
  • · A non-competition covenant applies following any termination of service for any reason.
  • · The grants were approved by the Compensation and Human Resources Committee on July 1, 2026.
HEALTHY EXTRACTS INC. 8-K negative materiality 5/10

06-07-2026

Healthy Extracts Inc. announced the resignation of Kevin 'Duke' Pitts as President, COO, and board member effective July 1, 2026. The positions of President and COO will remain vacant until further notice, with CEO Donald Swanson continuing to lead the company. This leadership change introduces operational uncertainty as key executive roles are left unfilled.

  • · The resignation was effective July 1, 2026, and the filing was made on July 6, 2026.
  • · The company has not announced any interim or permanent replacements for the President or COO roles.
DLH Holdings Corp. 8-K neutral materiality 6/10

06-07-2026

DLH Holdings Corp. announced a leadership transition effective June 30, 2026, with CEO Zach Parker retiring after 16 years. Kathryn JohnBull, formerly CFO, has been appointed CEO and President, and Steve Oroho has been promoted to CFO. The outgoing CEO will remain as a board member and advisor through fiscal 2026, then serve as a consultant in fiscal 2027.

  • · Zach Parker will remain on the Board and serve as a consultant in fiscal 2027 for strategic growth pursuits.
  • · Kathryn JohnBull joined DLH as CFO in 2012 and has been with the company for 14 years.
  • · Steve Oroho joined DLH in 2018 as Senior Vice President, Finance & Accounting.
  • · The company provides digital transformation, cybersecurity, systems engineering, and science R&D solutions to federal agencies.
POWELL INDUSTRIES INC 8-K neutral materiality 5/10

06-07-2026

On July 1, 2026, Powell Industries' Compensation Committee approved a special one-time award of 36,000 RSUs to CEO Brett A. Cope to incentivize his continued service beyond age 60. The award is backloaded, with 25% vesting in each of 2027 and 2028 and the remaining 50% vesting in 2029, and forfeited if he retires before a vesting date. The filing does not disclose any financial metrics or performance comparisons.

  • · The award is intended to incentivize continued service beyond the date Mr. Cope reaches age 60, when he becomes eligible to retire and receive immediate vesting of outstanding equity awards under his Employment Agreement.
  • · Vesting schedule: 25% on July 1, 2027; 25% on July 1, 2028; 50% on July 1, 2029.
  • · If Mr. Cope retires before a vesting date, the unvested portion of the award will not vest, accelerate, or continue to vest.
  • · The Committee considered input from an independent compensation consultant, including a review of Mr. Cope's compensation over the past ten years and special equity awards at peer companies.
Kalaris Therapeutics, Inc. 8-K neutral materiality 3/10

06-07-2026

Kalaris Therapeutics, Inc. (KLRS) reported the resignation of Dr. Morana Jovan-Embiricos from its board of directors and Audit Committee effective July 3, 2026, with no disagreement disclosed. Concurrently, the company elected Laurie Keating as a Class I director and Audit Committee member effective August 1, 2026, granting her an option to purchase 18,000 shares and annual cash compensation of $40,000 plus $7,500 for Audit Committee service. The filing contains only board changes with no financial results, so no positive or negative performance metrics are present.

  • · Laurie Keating's term as Class I director expires at the 2027 annual meeting of stockholders.
  • · The stock option vests in equal monthly installments over three years, with full acceleration upon a change in control.
  • · No arrangements or understandings exist between Ms. Keating and other persons regarding her election; no family relationships with directors or executive officers; no transactions requiring disclosure under Item 404(a).
  • · Ms. Keating will enter into the company's standard indemnification agreement, covering expenses like attorneys' fees, judgments, fines, and settlements.
S&P Global Inc. 8-K mixed materiality 6/10

06-07-2026

S&P Global announced a reorganization of its Market Intelligence division into two verticals—Kensho Data & Platforms and Enterprise Solutions—to accelerate AI-driven solutions and platform capabilities. The company also disclosed the retirement of Chief Legal Officer Steve Kemps, effective December 31, 2026, with a successor search underway. The changes aim to align capabilities with evolving customer needs and improve revenue growth and margins, while moving Maritime & Trade to Energy and Credit Analytics to Ratings.

  • · S&P Global has recast previously reported quarterly segment financial information for 2025 and Q1 2026 to reflect revised reportable divisions, accessible on the Investor Relations website.
  • · Steve Kemps joined S&P Global in 2016 and previously served as EVP and General Counsel at Quanta Services.
  • · The company has launched a search for Kemps' successor; if appointed before his departure, he will transition to a special advisor to the CEO.
IMMUNIC, INC. 8-K neutral materiality 3/10

06-07-2026

Immunic, Inc. announced the resignation of board member Tamar Howson from both the Compensation Committee and the Board effective June 29, 2026, as she transitions into retirement. The resignation was not due to any disagreement with the company. Concurrently, on July 5, 2026, the Board appointed CEO Erik Lundgren as a Class II director, effective until the 2028 annual meeting; Lundgren will not receive additional compensation for his director role and has not been assigned to any board committee.

  • · Tamar Howson's resignation was not due to any disagreement with the company's operations, policies, or practices.
  • · Erik Lundgren was appointed as a Class II director effective July 5, 2026, until the 2028 annual meeting.
  • · Lundgren will not receive additional compensation for his director role and has not been appointed to any board committee.
  • · Lundgren's existing employment agreement was previously disclosed in a Form 8-K filed on May 27, 2026.
Polomar Health Services, Inc. 8-K neutral materiality 3/10

06-07-2026

Polomar Health Services, Inc. filed an 8-K on July 6, 2026, announcing the adoption of Amended and Restated Bylaws effective July 1, 2026, which supersede the original bylaws from 2000. The updated bylaws modernize provisions for stockholder meetings, including the use of remote communication technology, and update notice and voting procedures. No financial figures or period-over-period comparisons are included in this filing.

  • · The Amended and Restated Bylaws were effective as of July 1, 2026.
  • · The original bylaws were adopted on September 20, 2000, and had not been amended prior to this restatement.
  • · The bylaws now explicitly allow stockholder meetings to be held solely by remote communication technology at the Board's discretion.
  • · Annual meetings are to be held on or around October 15th of each year.
  • · Notice of stockholder meetings must be given not less than 10 nor more than 60 days before the meeting.
  • · Quorum is set at a majority of voting power entitled to vote, represented in person or by proxy.
CXApp Inc. 8-K neutral materiality 6/10

06-07-2026

CXApp Inc. dismissed its auditor WithumSmith+Brown and appointed KNAV CPA LLP as its new independent registered public accounting firm, effective June 30, 2026, in connection with its acquisition of EngineRoom. The company also separated CFO Joy L. Mbanugo on June 29, 2026, and appointed Melissa G. Podruzny as Interim CFO for a three-month transition period starting July 1, 2026. While the auditor change was not due to any disagreements, the company had previously disclosed material weaknesses in internal controls (fully remediated by Dec 31, 2025), and the CFO departure was not the result of any disagreement.

  • · Withum's audit reports for FY 2025 and 2024 contained no adverse opinion or disclaimer.
  • · No disagreements with Withum on accounting principles or practices during the relevant periods.
  • · Material weaknesses in internal controls (income tax accruals, period-end expense accruals, embedded derivatives) were fully remediated as of Dec 31, 2025.
  • · Interim CFO Podruzny's stock options vest over 24 months with a one-year cliff (25,000 shares at first anniversary, then monthly over 12 months).
  • · The appointment is at-will and may be extended by mutual agreement.
BARNWELL INDUSTRIES INC 8-K mixed materiality 5/10

06-07-2026

Barnwell Industries held its 2026 annual meeting on June 29, 2026, where all six director nominees were elected and all six stockholder proposals were approved, including amendments to the 2018 Equity Incentive Plan to increase authorized shares from 1,600,000 to 3,080,000. However, director Kenneth S. Grossman received significant withheld votes (4,769,094 against 5,609,890 for), indicating notable shareholder dissent, and the advisory say-on-pay vote passed with only 67.8% support, reflecting mixed sentiment on executive compensation.

  • · Director Kenneth S. Grossman received 4,769,094 withheld votes (45.9% of votes cast), the highest dissent among nominees.
  • · Proposal 2 (Equity Plan amendment) passed with 6,738,873 for vs 3,619,386 against, a 65.0% approval rate.
  • · Proposal 3 (ratification of prior equity awards) passed overwhelmingly with 9,696,980 for (93.4% of votes cast).
  • · Proposal 5 (say-on-pay frequency) saw 9,493,394 votes for one year, with 621,583 for three years.
  • · Proposal 6 (ratification of auditor) passed with 11,960,926 for (96.3% of votes cast).
  • · Broker non-votes were 2,039,460 on all proposals except auditor ratification (N/A).
Longeveron Inc. 8-K neutral materiality 4/10

06-07-2026

Longeveron Inc. appointed Marie Washburn as Senior Vice President and Chief Financial Officer, effective July 13, 2026, succeeding Lisa Locklear. The company anticipates top-line results from its Phase 2b clinical trial for laromestrocel in Hypoplastic Left Heart Syndrome (HLHS) in Q3 2026, marking a potential transformation. No financial results or performance metrics were disclosed in this filing.

  • · Marie Washburn has served as Vice President and Corporate Controller since November 2025.
  • · She previously held roles at Fore Biotherapeutics, Axcella Health, Generation Bio, and Momenta Pharmaceuticals.
  • · Lisa Locklear is stepping down to pursue board opportunities and other interests.
Greystone Housing Impact Investors LP 8-K neutral materiality 4/10

06-07-2026

Greystone Housing Impact Investors LP (GHI) announced the resignation of CFO Jesse Coury, effective June 30, 2026. Mr. Coury will transition to an independent contractor role through September 30, 2026, providing as-needed services at $300 per hour. The company is in the process of finding a permanent replacement CFO.

  • · The independent contractor agreement runs from July 1, 2026 to September 30, 2026.
  • · The agreement can be terminated by either party with 15 days written notice, or immediately by the Partnership for cause.
  • · The agreement includes customary confidentiality, nondisclosure, and restrictive covenants.
  • · The Partnership is actively transitioning to a new Chief Financial Officer.
CELESTICA INC 8-K neutral materiality 3/10

06-07-2026

Celestica Inc. announced the appointment of Steven Dorwart as President of its Connectivity and Cloud Solutions (CCS) segment, effective July 6, 2026, succeeding Jason Phillips who is retiring at year-end. Dorwart, a 21-year company veteran, previously served as SVP and General Manager, Global Accounts, CCS. The filing contains no financial data or period-over-period comparisons.

  • · Jason Phillips will remain in an advisory capacity until the end of the year to ensure a seamless transition.
  • · Steven Dorwart has been with Celestica for 21 years.
PERRIGO Co plc 8-K neutral materiality 4/10

06-07-2026

Perrigo Company plc reinstated its Executive Committee Severance Policy effective June 29, 2026, covering executive officers (excluding the Interim CEO and any successor CEO) during a Transition Period from June 7, 2026 until 12 months after a new permanent CEO starts. Qualifying terminations during this period entitle participants to 1.5 times base salary plus target bonus over 18 months, COBRA premiums, pro rata bonus, and career transition assistance, subject to release and restrictive covenants. The policy terminates at the end of the Transition Period.

  • · The Executive Severance Policy previously terminated effective January 15, 2020.
  • · The Transition Period begins June 7, 2026 and ends 12 months after a successor CEO commences employment.
  • · Severance multiplier is 1.5 times the sum of base salary and target bonus.
  • · Severance period is 18 months.
  • · Company pays employer portion of COBRA premiums during the severance period.
  • · Pro rata bonus is based on actual performance for the year of termination.
  • · Benefits are subject to release of claims, confidentiality, invention, non-disparagement, non-compete, and non-solicitation provisions.
EPLUS INC 8-K positive materiality 3/10

06-07-2026

ePlus Inc. announced the appointment of John Lutz to its Board of Directors, effective July 6, 2026. Mr. Lutz brings over 30 years of experience in global technology and institutional environments, including senior roles at IBM and Vanderbilt University, and will serve on the Audit and Compensation Committees. The appointment is a positive governance move, but no financial metrics or performance changes were disclosed.

  • · John Lutz will serve on the Audit and Compensation Committees.
  • · Mr. Lutz previously served as Vice Chancellor for Development and Alumni Relations and Vice Chancellor of Information Technology at Vanderbilt University.
  • · His career at IBM included roles as General Manager for Global Financial Services Sector, General Manager of Global Process Services, and President of IBM Canada.
  • · ePlus has more than 2,130 employees and is headquartered in Virginia with locations in the US, UK, Europe, and Asia-Pacific.
Deschutes Parent, Inc. 8-K neutral materiality 4/10

06-07-2026

Digimarc Corporation (NASDAQ: DMRC) announced Paul Carreiro has assumed the roles of Chief Executive Officer and President effective July 6, 2026, as part of a previously disclosed leadership transition. As an inducement for Carreiro to join, the company granted an equity award consisting of 307,400 time-vesting LTIP units and 752,600 performance-vesting LTIP units with stock price thresholds of $14.37, $21.92, and $38.33. The filing focuses on the new CEO appointment and inducement grant, without providing financial performance metrics.

  • · Performance-Vesting LTIP units vest subject to continued employment and stock price thresholds: 33-1/3% at $14.37 (by July 2028), 33-1/3% at $21.92 (by July 2029), 33-1/3% at $38.33 (by July 2030).
  • · Time-Vesting LTIP units vest in fifteen equal quarterly installments of 19,213 units beginning September 30, 2026, with a final installment of 19,205 units on June 30, 2030, subject to continued employment.
Rocky Mountain Chocolate Factory, Inc. 8-K neutral materiality 5/10

06-07-2026

Rocky Mountain Chocolate Factory, Inc. appointed Allen C. Harper, age 81, as Interim CEO and Principal Executive Officer effective June 29, 2026. The Board approved aggregate compensation of $200,000 for the interim service period, to be paid in a combination of cash and restricted stock units, though the allocation has not yet been finalized. Mr. Harper, who previously served on the Board from November 2024 to September 2025, is the controlling shareholder of American Heritage Railways, Inc., which reported beneficial ownership of 810,459 shares of RMCF common stock as of June 10, 2026.

  • · Mr. Harper previously served as a Board member from November 2024 to September 2025.
  • · Mr. Harper is a licensed real estate broker in Florida and holds a BA in Business and Sociology from Principia College with postgraduate studies in Finance at the University of Missouri, St. Louis.
  • · There are no arrangements or understandings between Mr. Harper and any other person regarding his appointment, and no family relationships with any director or executive officer of the Company.
  • · The allocation between cash and restricted stock units for the $200,000 compensation has not yet been finalized and will be disclosed in a subsequent filing.
EWSB Bancorp, Inc. /MD/ 8-K neutral materiality 2/10

06-07-2026

EWSB Bancorp, Inc. announced the appointment of Hope Lundt to its Board of Directors and the board of its wholly owned subsidiary, East Wisconsin Savings Bank, effective July 1, 2026. Ms. Lundt will serve on the Audit Committee and Governance and Nominating Committee, subject to regulatory non-objection. No material financial amounts, fees, or performance metrics are disclosed in the filing.

AbCellera Biologics Inc. 8-K neutral materiality 3/10

06-07-2026

AbCellera Biologics Inc. announced the appointment of Dr. Lynn Seely to its Board of Directors as an independent director, effective July 6, 2026. Dr. Seely brings extensive biopharmaceutical executive experience, including leadership roles at Lyell Immunopharma, Myovant Sciences, and Medivation. The appointment strengthens the board with expertise in clinical and commercial execution, though no financial metrics or performance changes were disclosed.

  • · Dr. Seely currently serves as president and CEO of Lyell Immunopharma Inc., a late-stage clinical company advancing next-generation CAR T-cell therapies.
  • · She was the first employee, president, CEO, and board member of Myovant Sciences Inc., where she commercialized therapies for women's and men's health.
  • · As chief medical officer of Medivation Inc., she led clinical development of Xtandi® from first-in-human trials through global approvals.
  • · Dr. Seely previously served as lead independent director for Blueprint Medicines Corp. prior to its $9.1 billion acquisition by Sanofi.
  • · She received her M.D. from the University of Oklahoma College of Medicine and completed residency at Yale-New Haven Hospital.
Strategy Inc 8-K mixed materiality 9/10

06-07-2026

Strategy Inc disclosed a $8.32 billion loss on digital assets for Q2 2026, primarily driven by $8.31 billion in unrealized losses, while its bitcoin holdings decreased from 846,000 BTC (as of June 30) to 843,775 BTC (as of July 5) after selling 3,588 BTC for $216 million to fund preferred stock distributions and replenish its USD Reserve. The company also announced the retirement of Chief Accounting Officer Jeanine Montgomery, with CFO Andrew Kang assuming the principal accounting officer role, and reported no ATM or share repurchase activity during the period.

  • · No shares were sold under the at-the-market offering program during June 29 - July 5, 2026.
  • · No shares were repurchased under share repurchase programs during the same period.
  • · The cost basis of bitcoin held exceeded fair value as of June 30, 2026, triggering a full valuation allowance against deferred tax benefits and deferred tax assets.
  • · The financial information in the 8-K has not been audited or reviewed by KPMG LLP.
  • · Andrew Kang will receive no additional compensation for serving as principal accounting officer.
  • · The company maintains a public dashboard on its website as a disclosure channel under Regulation FD.
AVAX ONE TECHNOLOGY LTD. 8-K neutral materiality 6/10

06-07-2026

AVAX One Technology Ltd. announced the immediate resignation of CEO Jolie Kahn and the appointment of COO Pete Wylie as Interim CEO. The Board has retained ZRG Partners to conduct a comprehensive search for a permanent successor. The filing notes that Kahn's departure was not due to any disagreement with the company's operations, policies, or practices.

  • · The company operates Bitcoin mining in Alberta and Ohio with a hashrate of approximately 300 PH/s.
  • · AVAX One maintains a strategic Avalanche digital asset treasury, accumulating AVAX and generating onchain yield through native staking and ecosystem participation.
  • · The company builds power-first, modular data centers in energy-advantaged regions using behind-the-meter generation and microgrid design.
MOOG INC. 8-K neutral materiality 2/10

06-07-2026

Moog Inc. announced the election of Mr. Carl R. Christenson as a Class A director effective July 1, 2026, after increasing the board size from nine to ten directors. Mr. Christenson brings extensive public company board and senior executive leadership experience, including serving as Chairman and CEO of Altra Industrial Motion Corp. from 2009 to 2023. The appointment is a routine governance update with no financial figures or performance metrics disclosed.

  • · Mr. Christenson has served on the Board of Directors of IDEX Corporation since 2019.
  • · He previously served as Chairman and CEO of Altra Industrial Motion Corp. from 2009 to 2023.
  • · The board size was increased from nine to ten directors to accommodate the new appointment.

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