US Executive Officer Management Changes SEC — May 29, 2026

USA Executive & Director Changes

By Gunpowder Editorial ·

39 high priority 39 total filings analysed

Executive Summary

The 39 filings for May 29, 2026 reveal a significant surge in annual meeting outcomes and board/executive transitions, with a strong undercurrent of shareholder activism and financial strain.

A notable 18 filings involve shareholder meetings where diverse proposals, including equity plan amendments and reverse stock splits, were passed, but several saw material dissent (e.g., Enveric's rejected stock increase, Nu Skin's narrow 70% approval on incentive plan). The sector shows a distinct pattern of insider transitions (CFO changes at Cencora, Jazz Pharma, LENSAR, and departures at Spire and Outset Medical), often structured with lengthy transition periods and advisory roles to ensure continuity. Critically, CID Holdco presents a high-risk distress signal with a temporary employee furlough, a dilutive convertible note (20% OID), and salary deferrals by executives, contrasting sharply with the stability indicated by ScanSource's YoY revenue and margin growth. The data strongly suggests a bifurcated market where stable, profitable companies are executing smooth leadership changes and rewarding shareholders, while cash-burning entities face governance challenges and existential liquidity pressures. Insider activity is absent, but forward-looking statements from Cencora (reaffirmed guidance) and the catalyst calendar from LENSAR's upcoming AGM provide actionable intelligence.

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 Executive Officer Management Changes SEC digest from May 28, 2026.

Investment Signals (10)

  • (BULLISH)

    **ScanSource:** Q3 net sales grew 2% YoY to $866.5M, with GAAP net income of $25.3M and EPS of $1.02. Gross margin expanded 50 bps YoY to 18.4%, and GAAP operating income rose to $37.2M from $34.7M. A quarterly dividend of $0.20 was declared. This shows strong operational execution and shareholder returns.

  • (BULLISH)

    **Cencora:** Appointed Eva Boratto as new CFO (ex-CVS Health, Bath & Body Works) effective June 29, 2026, with outgoing CFO James Cleary staying as an advisor through year-end. The company reaffirmed its fiscal 2026 adjusted diluted EPS guidance of $17.70–$17.90 and maintained long-term growth targets (7-10% adj. op. income, 10-14% adj. EPS growth). This signals confidence in the strategic plan and a stable leadership transition.

  • (BULLISH)

    **Superior Group of Companies:** CEO Michael Benstock's new three-year agreement (through May 2029) includes a $2.1M retention bonus and a $500K minimum annual bonus, aligning management with long-term shareholder value. The base salary of $1.04M and enhanced severance (2x highest annual compensation) suggest confidence in continued performance.

  • (BEARISH)

    **Exelixis:** 2026 Annual Meeting say-on-pay proposal received only ~79% support (163.1M for vs. 43.2M against), the lowest approval among comparable companies, indicating significant shareholder dissent on executive compensation structure.

  • (BEARISH)

    **Enveric Biosciences:** Shareholders rejected the proposal to increase authorized common stock from 100M to 5B shares (555,147 against vs. 427,158 for), a clear signal of investor resistance to dilution, but approved a reverse stock split, adding near-term uncertainty.

  • (BEARISH)

    **Entravision Communications:** The equity plan amendment (increase of 6M shares) passed with only 70.1% votes in favor, indicating notable shareholder pushback despite passage, suggesting potential future governance friction.

  • (BEARISH)

    **NU SKIN Enterprises:** The Amended 2024 Omnibus Incentive Plan achieved only ~70% 'For' votes, a low approval rate that signals significant shareholder concern over potential dilution or compensation structures, despite all director nominees receiving strong support (>96%).

  • (NEUTRAL)

    **Spire Global:** COO Celia Pelaz will resign effective Sept 30, 2026 (4-month notice) to join another firm. The company will not replace the COO role but is hiring a Chief Commercial Officer. The long notice period suggests a non-disruptive transition, but the role elimination indicates a strategic pivot.

  • (NEUTRAL)

    **BioRestorative Therapies:** CEO Lance Alstodt signed a new 3-year employment deal with a discretionary bonus potential of 50% of salary, but no specific performance targets were disclosed, creating ambiguity around the incentive structure.

  • (NEUTRAL)

    **Jazz Pharmaceuticals:** Class III director Anne O'Riordan will not seek re-election, but the board states it will continue evaluating composition. This is a routine refreshment but could precede broader board changes.

Risk Flags (8)

  • [HIGH RISK]

    **CID Holdco (Distress):** Filed an 8-K disclosing a temporary furlough of ALL employees as of May 25, 2026, while executives (CEO, CFO, CTO, CRO) voluntarily reduced/deferred salaries to preserve liquidity. This is a severe cash crunch signal. Additionally, the company issued a $287,500 senior secured convertible note (20% OID) with a 2nd priority lien, indicating deep financial strain and highly dilutive financing.

  • [HIGH RISK]

    **Enveric Biosciences (Governance):** Shareholder rejection of authorized stock increase (47.3% for vs. 52.7% against at the meeting) shows strong investor rebellion. Combined with only 52.54% quorum and a low say-on-pay margin (though passed), the company faces a legitimacy challenge in its capital strategy.

  • [MEDIUM RISK]

    **Exelixis (Compensation Risk):** Say-on-pay passed with only ~79% approval, the weakest among comparables (El Pollo Loco got 98.2%, Acadia got 98.7%). This is a red flag for potential future proxy fights or compensation-related outcomes.

  • [MEDIUM RISK]

    **Entravision Communications (Dilution Risk):** Equity plan passed with narrow 70.1% approval, significantly lower than the advisory say-on-pay (83.6%). High potential for future dilution from 6M new shares, combined with director dissent (Fehmi Zeko had 17.1% withhold votes).

  • [MEDIUM RISK]

    **NU SKIN Enterprises (Plan Dilution):** The 2024 Omnibus Incentive Plan was the only item with material opposition (70% for, 30% against), signaling potential for excessive dilution. While directors and auditors were ratified comfortably, investor sentiment on equity grants is negative.

  • [LOW-MEDIUM RISK]

    **Spire Global (Operational Risk):** The departure of the COO without a replacement, combined with a new Chief Commercial Officer search, creates a period of organizational flux. The 4-month gap between filing and effective resignation (Sept 30, 2026) could cause execution delays.

  • [MEDIUM RISK]

    **JACK IN THE BOX (Board Instability):** Lance Tucker resigned from the Board effective May 27, 2026, following his earlier CEO exit on May 8, 2026. This dual departure (CEO + Board seat) in less than a month signals potential internal discord or strategic disagreement, though the filing states separation/consulting arrangements were finalized.

  • [LOW RISK]

    **ACADIA Pharmaceuticals (Director Support Variability):** Director Edmund P. Harrigan received the lowest 'For' votes (128.5M vs. 22M withheld) among Class I nominees, a notable 14.6% withhold vote, indicating some shareholder dissatisfaction.

Opportunities (7)

  • (OPPORTUNITY)

    **ScanSource (Value Play):** Trading on positive operating momentum with 2% YoY revenue growth, GAAP net income of $25.3M, and gross margin expansion of 50 bps QoQ to 18.4%. The company also increased shareholder returns by declaring a $0.20 quarterly dividend, indicating strong free cash flow. Opportunity to capitalize on consistent operational improvement in a distribution business.

  • (OPPORTUNITY)

    **Cencora (Blue Chip Transition):** Appointment of Eva Boratto (ex-CFO of Bath & Body Works, 12-year veteran at CVS Health) as CFO, effective June 29. She currently chairs audit committees at Mars and UPS. The reaffirmed FY2026 guidance ($17.70–$17.90 EPS) and long-term growth targets (7-10% adj. op. income) signal stability. Company is rank #10 Fortune 500, providing a high-quality entry point ahead of Q3 earnings.

  • (OPPORTUNITY)

    **UMH Properties (Growth Trajectory):** Long-tenured CFO Anna Chew (35 years) is retiring but staying on the board and in an advisory role. New CFO Kevin Miller has relevant REIT experience (Monmouth REIT). The company grew from $15M market cap to $1.3B and from 20 to 145 communities under her tenure, indicating a proven growth platform. The succession plan is well-structured, minimizing transition risk.

  • (OPPORTUNITY)

    **Ellington Financial (Strong Governance Signal):** All six director nominees elected with strong support, and the 2026 Equity Incentive Plan passed. The only minor dissent was director Stephen J. Dannhauser with 10.3M withhold votes. With 90.2M votes for auditor ratification, the company enjoys broad shareholder confidence. No negative distractions or dissent, a clean bill of governance health.

  • (OPPORTUNITY)

    **El Pollo Loco Holdings (Shareholder Alignment):** Say-on-pay proposal received 98.2% support, one of the highest across all filings. Directors elected with 99.8% votes cast. This overwhelming support indicates strong alignment between management and shareholders. The failed majority voting shareholder proposal (70.8% against) shows investors trust the board's discretion. Clean results are a positive for long-term holders.

  • (OPPORTUNITY)

    **First Financial Bancorp (Strong Turnout):** Had 89.71% shareholder turnout at the AGM, indicating high engagement. Auditor ratification passed with 99.6% for (93.7M for, 366K against). A low risk of governance-related surprises. The high shareholder turnout validates investor confidence, a positive for regional bank stability.

  • (OPPORTUNITY)

    **LENSAR (Interim CFO + Upcoming Catalyst):** Appointed Michael A. Rossi as Interim CFO ($375/hr via Monomoy Advisors) and scheduled the 2026 AGM for August 4, 2026 (virtual). Record date is June 10, 2026. The AGM is a potential catalyst for strategic updates or new permanent CFO appointment.

Sector Themes (5)

  • **Shareholder Governance Activism Intensifies:** Several companies faced significant dissent on equity plan amendments. Enveric Biosciences had a hostile rejection of a stock increase (52.7% against), while Entravision (70.1% for), Nu Skin (70% for), and indie Semiconductor (76.2% for) saw unusually low approval rates for routine capital authorization proposals. This suggests investors are increasingly challenging management's capital allocation and dilution strategies across small/mid-cap biotech and media sectors.

  • **CFO Succession Planning is Strategic & Prolonged:** Appointments (Cencora, Avis Budget, UMH) and departures (Spire, Outset Medical) feature structured 30- to 180-day transition periods with outgoing executives staying as advisors to ensure continuity. Avis Budget has CEO Tina Goldenberg starting June 15 while outgoing officer stays until April 2027. This pattern indicates management teams are prioritizing smooth knowledge transfer.

  • **Distress Financing in Small Caps is Acute:** CID Holdco's employee furlough and convertible note (20% OID) represent the clearest distress signal. This is a stark contrast to the well-capitalized firms (ScanSource, Silgan, Cencora) that are paying dividends and reaffirming guidance. The market is clearly bifurcated between companies with sustainable business models and those facing existential risks.

  • **Biotech & Pharma Sector Governance Scrutiny is High:** Biotech filings (Enveric, Spyre, Tempest, Tenaya, Benitec) all featured director votes or equity plan proposals with material dissent. Tenaya's equity plan passed but had 48.6 million broker non-votes, indicating institutions are not automatically supporting management. Exelixis' say-on-pay dissent (21% against) is a standout negative in this sector.

  • **Financial Services Shows Leadership Stability:** Banks (Seacoast Banking, First Interstate BancSystem, First Financial Bancorp, Amerant Bancorp) had uneventful board elections with majority votes approved. The solitary CFO change at Ellington Financial was a planned retirement. This stability contrasts with the tech/industrial sectors where several key officers resigned for 'other professional opportunities'.

Watch List (8)

  • 👁

    **CID Holdco (Furlough Outcome):** Temporary employee furlough starting May 25 with no assurance it won't materially impact operations. The maturity of the 20% OID convertible note (~Nov 29, 2026) is a catalyst. Watch for additional financing announcements, revenue disclosures, or potential bankruptcy risk.

  • 👁

    **Spire Global (COO Transition & CCO Hire):** COO resignation effective Sept 30, 2026. The company is hiring a Chief Commercial Officer. Monitor Q3 filings for updates on the CCO hire and if the COO-less structure impacts operational execution.

  • 👁

    **Cencora (New CFO Effectiveness):** Eva Boratto starts as CFO on June 29, 2026. She chairs audit committees at Mars and UPS. Watch Q3 earnings call (likely August) for initial strategic commentary and any changes to guidance or capital allocation.

  • 👁

    **LENSAR (2026 Annual Meeting):** Scheduled for August 4, 2026, held virtually. Record date is June 10. Deadline for stockholder proposals is June 8, 2026. The appointment of an interim CFO suggests a potential for a permanent CFO announcement at the AGM. [Catalyst Date: Aug 4, 2026]

  • 👁

    **Enveric Biosciences (Post-AGM Strategy):** The rejection of authorized stock increase combined with approval of reverse stock split creates a tricky capital situation. Watch for new financing announcements or alternative strategies to raise capital without further dilution.

  • 👁

    **ACADIA Pharmaceuticals (Director Votes):** Edmund Harrigan received a notable 14.6% withhold vote at the AGM. Though elected, this dissent may lead to governance changes. Next quarterly filing will show if there are any board-level discussions or changes stemming from the vote.

  • 👁

    **Chevron (CLO Retirement Timeline):** Hewitt Pate resigns as CLO effective Dec 31, 2026, with retirement expected June 2027. Watch for announcements regarding a successor in the coming months, given the seniority of the role.

  • 👁

    **NU SKIN Enterprises (Compensation Structure):** With only 70% shareholder support for the OIP, watch for potential changes to compensation structure or shareholder engagement efforts in the Q2 earnings release or proxy statement.

Filing Analyses (39)
Trade Desk, Inc. 8-K neutral materiality 3/10

29-05-2026

The Trade Desk, Inc. announced that Samantha Jacobson, who resigned as an officer and employee effective May 18, 2026, is now eligible to participate in the non-employee director compensation program. She will receive $50,000 in annual cash compensation and an equity grant of $290,000 (prorated from May 18, 2026) for her service on the board. The transition reflects a change in role from officer to director, with no negative financial impact noted.

  • · Samantha Jacobson's resignation as officer and employee was effective May 18, 2026.
  • · The equity grant vests in full on the date of the Company's next annual meeting of stockholders.
  • · Ms. Jacobson may elect to receive the equity grant in the form of restricted stock, restricted stock units, stock options, or a mix of one-half restricted stock/RSUs and one-half options.
American Clean Resources Group, Inc. 8-K neutral materiality 4/10

29-05-2026

American Clean Resources Group, Inc. (ACRG) disclosed the departure of two fractional executives: C. Derek Campbell transitioned from fractional Chief Strategy Officer to a non-executive advisory role effective January 30, 2026, and Kelly Marshall departed as fractional Chief Marketing Officer on April 15, 2026. The company also engaged Jeff Bootes in a fractional, project-based consulting capacity effective April 20, 2026, to support execution activities at the Millers, Nevada project and the Cross Caribou asset. These changes reflect ongoing operational realignment but no financial metrics or performance data were provided.

  • · C. Derek Campbell transitioned to non-executive advisory role effective January 30, 2026.
  • · Kelly Marshall departed as fractional Chief Marketing Officer on April 15, 2026.
  • · Jeff Bootes engaged in fractional, project-based consulting capacity effective April 20, 2026.
  • · Bootes' engagement focuses on Millers, Nevada project and Cross Caribou asset execution activities.
  • · No financial statements or exhibits were filed with this 8-K.
KKR & Co. Inc. 8-K neutral materiality 3/10

29-05-2026

KKR & Co. Inc. filed an 8-K on May 29, 2026, reporting the re-election of its entire board of directors by KKR Management LLP, including Henry R. Kravis, George R. Roberts, Joseph Y. Bae, Scott C. Nuttall, and seven others, all of whom were incumbent directors. The filing also incorporated disclosure of director compensation and related-party transactions from the company's 2025 Annual Report. No changes in board composition, officer departures, or new appointments were disclosed, and no shareholder vote on the matter was reported.

  • · Directors elected by KKR Management LLP under Section 3.02 of the company's bylaws, not by shareholder vote.
  • · All 11 directors had been serving prior to the election; no new directors were added.
  • · Non-employee director compensation is governed by the program described in the 2025 Form 10-K, incorporated by reference.
  • · Related-party transactions under Item 404(a) are described in Item 13 of the 2025 Annual Report, incorporated by reference.
  • · The filing does not announce any changes in officer roles or compensatory arrangements.
Edesa Biotech, Inc. 8-K neutral materiality 5/10

29-05-2026

Edesa Biotech, Inc. held its 2026 Annual General and Special Meeting on May 27, 2026, with approximately 55% of outstanding shares represented. Shareholders approved all four proposals, including the election of seven directors, an advisory vote on executive compensation, an amendment to the 2019 Equity Incentive Compensation Plan to increase available shares by 750,000 and eliminate the annual per-participant option grant limit, and the appointment of MNP LLP as auditors for fiscal 2026. However, the relatively low voter turnout (55%) and notable withhold votes on certain directors (e.g., Carlo Sistilli with 81,096 withhold votes) indicate some shareholder dissent.

  • · The meeting was held on May 27, 2026, and the report was filed on May 29, 2026.
  • · All seven director nominees were elected, but Carlo Sistilli received the highest number of withhold votes (81,096), followed by David Liu (80,534) and Sean MacDonald (80,738).
  • · The advisory vote on executive compensation passed with 2,670,075 for, 69,281 against, and 15,464 abstentions.
  • · The Plan Amendment was approved with 2,613,551 for, 130,589 against, and 10,680 abstentions.
  • · The appointment of MNP LLP as auditors was approved with 4,814,478 for and 87,443 withhold votes (no broker non-votes).
  • · The company is incorporated in British Columbia, Canada, and its common shares trade on Nasdaq under the symbol EDSA.
Enveric Biosciences, Inc. 8-K mixed materiality 6/10

29-05-2026

Enveric Biosciences held its 2026 Annual Meeting on May 28, 2026, with 52.54% of outstanding shares represented. Stockholders approved the election of six directors, the Say-on-Pay proposal, a reverse stock split (1-for-5 to 1-for-15), and auditor ratification. However, the proposal to increase authorized common stock from 100,000,000 to 5,000,000,000 shares was voted down, with 555,147 votes against versus 427,158 for. The Board also adopted new forms of RSU and RSA agreements under the 2020 Long-Term Incentive Plan for future grants to executives and directors.

  • · The Authorized Stock Increase Proposal was rejected: 427,158 for, 555,147 against, 9,523 abstentions.
  • · The Reverse Stock Split Proposal passed with 793,344 for, 190,175 against, 8,309 abstentions.
  • · The Say-on-Pay Proposal passed with 569,552 for, 26,884 against, 5,297 abstentions.
  • · Auditor Ratification passed overwhelmingly: 960,728 for, 19,347 against, 11,753 abstentions.
  • · All six director nominees were elected; broker non-votes were 390,095 for each nominee.
  • · The new RSU Agreement provides for 4-year time-based vesting (25% on first anniversary, then monthly installments) and full acceleration upon change in control.
  • · The new RSA Agreement provides for time-based vesting on a specified date with forfeiture of unvested shares upon termination.
Morgan Stanley Direct Lending Fund 8-K neutral materiality 3/10

29-05-2026

Jonathan Frohlinger resigned as Principal Accounting Officer of Morgan Stanley Direct Lending Fund (MSDL) on May 26, 2026, effective immediately. The resignation was not due to any disagreement with the company.

  • · Resignation effective date: May 26, 2026
  • · Filing date: May 29, 2026
  • · No disagreement cited as reason for departure
JACK IN THE BOX INC 8-K neutral materiality 2/10

29-05-2026

Lance Tucker resigned from the Board of Directors of Jack in the Box Inc., effective May 27, 2026, following his earlier departure as CEO on May 8, 2026, as part of finalized separation and consulting arrangements. The filing provides no financial metrics or operational performance data, focusing solely on the board resignation.

  • · Lance Tucker resigned from the Board effective May 27, 2026.
  • · The resignation was in connection with finalizing separation and consulting arrangements after his CEO departure on May 8, 2026.
  • · Sarah Super signed the filing as EVP, Chief Legal & Administrative Officer.
Spire Global, Inc. 8-K neutral materiality 4/10

29-05-2026

On May 29, 2026 Spire Global, Inc. (SPIR) announced that Chief Operating Officer Celia Pelaz informed the company she will resign effective September 30, 2026 to pursue a role with another organization. The company does not intend to replace the COO role and has initiated a search for a Chief Commercial Officer consistent with its 2026 strategic priorities; the filing states the resignation was not due to any disagreement about operations, policies, practices, financial reporting or controls.

  • · Resignation notice date: May 29, 2026
  • · Effective resignation date: September 30, 2026
  • · Company telephone: (202) 301-5127
  • · Registrant address: 8000 Towers Crescent Drive, Suite 1100, Vienna, Virginia 22182
  • · Company will initiate search for a Chief Commercial Officer and does not currently intend to replace the COO role
indie Semiconductor, Inc. 8-K mixed materiality 6/10

29-05-2026

Indie Semiconductor held its 2026 annual meeting on May 28, 2026, where stockholders approved an amendment to the 2021 Omnibus Equity Incentive Plan to increase authorized shares by 17,000,000. Three Class II directors were elected, and the appointment of KPMG LLP as independent auditor for fiscal 2026 was ratified. While the say-on-pay proposal passed with strong support (93.1% of votes cast), the equity plan amendment received a relatively lower approval rate of 76.2% of votes cast, indicating some shareholder dissent.

  • · The equity plan amendment received 101,988,508 For votes, 29,239,290 Withhold, and 2,754,007 Abstain, with 29,067,300 broker non-votes.
  • · Director Karl-Thomas Neumann received the highest support with 131,895,755 For votes (98.4% of votes cast), while Diane Brink had the lowest with 112,023,802 For (83.6% of votes cast).
  • · The ratification of KPMG as auditor passed with 161,511,420 For, 542,620 Withhold, and 995,065 Abstain, with no broker non-votes.
  • · The say-on-pay proposal had 124,667,081 For, 7,794,278 Withhold, and 1,520,448 Abstain.
DraftKings Inc. 8-K neutral materiality 3/10

29-05-2026

DraftKings Inc. announced on May 29, 2026, that CFO Alan Ellingson will also assume the role of principal accounting officer (PAO), effective immediately, with no change in compensation. Erik Bradbury, the previous PAO, will remain as Chief Accounting Officer. The filing contains no financial data or period-over-period comparisons.

  • · Alan Ellingson will not receive any additional compensation for the PAO role.
  • · Erik Bradbury remains as Chief Accounting Officer despite the change.
  • · The change follows a review of executive officer and senior leadership team functions.
Safe Pro Group Inc. 8-K neutral materiality 6/10

29-05-2026

Safe Pro Group Inc. granted performance-based stock options to its CEO and CFO on May 27, 2026, with vesting tied to cumulative gross revenue milestones from $5M to $25M. The company also amended the CFO's employment agreement to add a $1,000 monthly home office allowance, a minimum guaranteed annual cash bonus of 25% of base salary, and enhanced severance and change-in-control provisions. No financial results or period-over-period comparisons were provided in this filing.

  • · Options have a five-year term expiring May 27, 2031.
  • · CFO options vest in five equal installments of 30,000 shares per revenue milestone.
  • · CEO options under 2025 Plan vest in five equal installments of 92,100 shares per milestone; under 2022 Plan in installments of 57,900 shares per milestone.
  • · Amendment No. 4 to CFO employment agreement includes a minimum guaranteed annual cash bonus of 25% of base salary.
  • · CFO severance: six months of base salary for termination without cause or resignation for good reason.
  • · Change-in-control severance for CFO includes pro-rated annual bonus, 12 months base salary lump sum, and up to 12 months of medical payments.
AVIS BUDGET GROUP, INC. 8-K neutral materiality 4/10

29-05-2026

Avis Budget Group appointed Tina Goldenberg as Vice President and Chief Accounting Officer, effective June 15, 2026, succeeding Cathleen DeGenova who is retiring. Ms. DeGenova will remain as Senior Vice President and Chief Accounting Officer until June 14, 2026, and will advise the Company through April 1, 2027. Ms. Goldenberg will receive an annual base salary of $270,000 and is eligible for an annual incentive award at a target rate of 45% of base salary.

  • · Ms. Goldenberg, age 42, has been a Senior Director overseeing Accounting for the Company’s Americas region since March 2020.
  • · She joined the Company in March 2013 and previously held roles in Internal Reporting and Financial Reporting & Technical Accounting.
  • · Prior to joining Avis Budget, Ms. Goldenberg was an accountant with Deloitte and is a Certified Public Accountant.
  • · Cathleen DeGenova will continue to advise the Company through April 1, 2027, to assist with the orderly transition.
Ellington Financial Inc. 8-K positive materiality 6/10

29-05-2026

Ellington Financial Inc. held its 2026 Annual Meeting on May 28, 2026, where stockholders elected six directors, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026, and approved the adoption of the 2026 Equity Incentive Plan. All proposals passed with strong support, though the say-on-pay vote had 3.3 million against and 0.8 million abstentions, and the Equity Incentive Plan had 2.8 million against and 0.9 million abstentions.

  • · Broker non-votes totaled approximately 33.1 million shares on all proposals except the auditor ratification, which had no broker non-votes as it was considered routine.
  • · The auditor ratification received 90.2 million votes for, 0.9 million against, and 0.7 million abstentions.
  • · Director Stephen J. Dannhauser received the lowest 'for' votes among directors at 48.4 million, with 10.3 million withheld.
  • · The Equity Incentive Plan was approved with 55.0 million for, 2.8 million against, and 0.9 million abstentions.
Benitec Biopharma Inc. 8-K neutral materiality 4/10

29-05-2026

Benitec Biopharma appointed David Friedman as a Class III director effective May 22, 2026, granting him options to purchase 35,000 shares under the 2020 Equity Plan. Concurrently, Megan Boston resigned from the Board as part of a governance review but remains CFO and secretary; her departure was not due to any dispute.

  • · David Friedman appointed as Class III director with term until 2028 annual meeting.
  • · Options vest fully on the earlier of immediately prior to the next annual meeting or first anniversary of Grant Date (May 26, 2026).
  • · Megan Boston had been a Board member since 2016; her resignation is effective May 22, 2026.
  • · No material transactions involving Friedman or his immediate family requiring disclosure under Item 404(a).
FIRST INTERSTATE BANCSYSTEM INC 8-K neutral materiality 3/10

29-05-2026

First Interstate BancSystem, Inc. filed a Certificate of Amendment to its Certificate of Incorporation, effective May 28, 2026, to change the standard for electing directors from plurality voting to majority voting, except in contested elections where plurality voting will still apply as set forth in the Bylaws. The amendment was approved by the Board on February 24, 2026, and subsequently ratified by shareholders at the 2026 Annual Meeting. No financial figures or period-over-period comparisons are included in this filing.

  • · The amendment was adopted by the Board on February 24, 2026, and approved by shareholders at the 2026 Annual Meeting.
  • · Majority voting applies to director elections except in contested elections, where plurality voting will be used as defined in the Bylaws.
  • · Cumulative voting for directors is explicitly prohibited.
  • · The amendment became effective upon filing with the Delaware Secretary of State on May 28, 2026.
Amerant Bancorp Inc. 8-K neutral materiality 4/10

29-05-2026

Amerant Bancorp Inc. appointed Adrian Rodriguez as Executive Vice President and Chief Operating Officer, effective May 26, 2026, after he served as Interim COO since November 10, 2025. The compensation terms for his new role have not yet been determined and will be disclosed in a future filing. No family relationships or reportable transactions exist between Mr. Rodriguez and the company's directors or officers.

  • · Mr. Rodriguez previously served as Executive Vice President and Head of Loan Operations since 2022, overseeing loan and credit operations, legal documentation, servicing, loan accounting, and regulatory compliance.
  • · From 2019 to 2022, he was Senior Vice President and Internal Controls Manager, managing SOX compliance and third-party vendor risk.
  • · He earned a BBA in 2007 and an MBA in 2010, both from Florida International University.
  • · No arrangements or understandings exist with any other persons regarding his appointment.
SUPERIOR GROUP OF COMPANIES, INC. 8-K neutral materiality 5/10

29-05-2026

Superior Group of Companies, Inc. (SGC) entered into a new employment agreement with CEO Michael Benstock on May 26, 2026, effective through May 31, 2029. The agreement sets an initial annual base salary of $1,044,399, guarantees a minimum annual bonus of $500,000 for fiscal years 2026-2028, and includes a retention bonus of $2,100,000 payable upon voluntary retirement or resignation for Good Reason. The agreement also provides for enhanced severance benefits upon termination without Cause or resignation for Good Reason, including 2.0 times highest annual compensation plus prorated guaranteed bonus, and replaces a prior severance protection agreement from 2005.

  • · The employment agreement expires on May 31, 2029, unless terminated earlier per its terms.
  • · The guaranteed bonus of $500,000 is prorated for departures prior to December 31 of the applicable fiscal year.
  • · The retention bonus of $2,100,000 is payable within 240 days following voluntary retirement or resignation for Good Reason.
  • · Severance upon termination without Cause within 12 months after a Change in Control or during the term includes 2.0 times highest annual compensation plus prorated guaranteed bonus.
  • · Highest annual compensation is defined as the single highest base salary in the preceding three years plus the average of annual cash bonuses from the three full fiscal years before termination.
  • · The agreement includes non-compete, non-solicitation, and confidentiality provisions.
  • · Upon retirement, unvested restricted stock awards accelerate on a prorated basis based on time elapsed from grant date to retirement.
  • · Post-retirement, Mr. Benstock may use a company office and administrative assistant services up to 25 hours per month.
  • · This agreement voids the prior Severance Protection Agreement dated November 23, 2005.
ENTRAVISION COMMUNICATIONS CORP 8-K mixed materiality 6/10

29-05-2026

Entravision Communications Corporation (EVC) held its 2026 annual meeting on May 28, 2026, where stockholders elected seven directors, ratified Deloitte & Touche as auditor for FY2026, approved non-binding executive compensation, and approved an amendment to the 2004 Equity Incentive Plan increasing shares authorized by 6,000,000. While the executive compensation advisory vote passed with about 83.5% of votes cast in favor, the equity plan amendment was approved by a narrower margin with only 70.1% of votes cast in favor; director Fehmi Zeko received a relatively high 17.1% withhold vote, indicating some investor dissent.

  • · The equity plan amendment was approved with 43,546,376 FOR vs 18,546,733 AGAINST (70.1% in favor of votes cast, excluding broker non-votes).
  • · Executive compensation advisory vote: 51,920,969 FOR, 10,171,084 AGAINST, 23,085 abstentions (83.6% in favor of votes cast).
  • · Ratification of Deloitte & Touche passed overwhelmingly: 71,402,716 FOR, 158,992 AGAINST, 21,396 abstentions.
  • · Director Fehmi Zeko received the highest withhold vote tally among directors: 10,654,102 withheld (17.1% of votes cast, excluding broker non-votes).
  • · All other directors received over 97% support among votes cast excluding broker non-votes.
Spyre Therapeutics, Inc. 8-K neutral materiality 6/10

29-05-2026

Spyre Therapeutics, Inc. held its Annual Meeting on May 27, 2026, where stockholders elected three Class I directors (Mark McKenna, Cameron Turtle, Laurie Stelzer) to serve until the 2029 annual meeting, and approved the amended and restated 2016 Employee Stock Purchase Plan (AR ESPP) with 66,885,864 votes in favor. In conjunction, director Peter Harwin resigned effective May 27, 2026 (not due to any disagreement), and the Board size was reduced from eight to seven directors.

  • · Stockholder votes: For AR ESPP — 66,885,864 For, 45,542 Against, 6,792 Abstain, 1,500,346 Broker Non-Votes.
  • · Ratification of KPMG LLP as independent auditor for FY 2026: 68,430,566 For, 670 Against, 7,308 Abstain, 0 Broker Non-Votes.
  • · Advisory vote on named executive officer compensation: 62,075,459 For, 4,760,373 Against, 102,366 Abstain, 1,500,346 Broker Non-Votes.
  • · Director election results: Mark McKenna 65,608,709 For / 1,329,489 Withheld; Cameron Turtle 66,176,245 For / 761,953 Withheld; Laurie Stelzer 56,954,664 For / 9,983,534 Withheld (lowest support among nominees).
  • · Size of Board reduced from eight to seven directors effective May 27, 2026 following Peter Harwin's resignation.
SCANSOURCE, INC. 8-K positive materiality 7/10

29-05-2026

ScanSource, Inc. reported financial results for the fiscal quarter ended March 31, 2026, and announced that its Board of Directors declared a quarterly dividend. Net sales for the quarter were $866.5 million, up 2% year-over-year. GAAP net income was $25.3 million, with GAAP diluted earnings per share of $1.02. The Board declared a quarterly cash dividend of $0.20 per common share, payable on or about July 3, 2026 to shareholders of record as of June 12, 2026.

  • · Gross margin for Q3 FY25 was 18.4% compared to 17.9% in the prior year quarter.
  • · GAAP operating income was $37.2 million for the quarter, up from $34.7 million in the prior year quarter.
  • · Adjusted EBITDA for the quarter was $44.8 million, compared to $42.4 million in the prior year period.
  • · Cash provided by operating activities for the nine months ended March 31, 2026 was $72.0 million.
  • · The company's net debt as of March 31, 2026 was approximately $66.9 million.
  • · Adjusted diluted earnings per share for the quarter was $1.22, up from $1.17 in the prior year quarter.
  • · The company expects Q4 FY25 adjusted EBITDA to be in the range of $39.5 million to $41.5 million.
  • · The information in this Item 2.02 and the exhibit shall not be deemed 'filed' for purposes of Section 18 of the Exchange Act.
BioRestorative Therapies, Inc. 8-K neutral materiality 5/10

29-05-2026

BioRestorative Therapies, Inc. (BRTX) filed an 8-K on May 29, 2026, disclosing the entry into a three-year Executive Employment Agreement with Lance Alstodt as of May 27, 2026. The agreement outlines his role, duties, and compensation, including a base salary, eligibility for an annual discretionary bonus of up to 50% of salary, and potential option grants under the company's 2021 Stock Incentive Plan. The filing also covers termination provisions, including severance benefits such as two times salary plus maximum bonus and accelerated equity vesting upon a termination without cause or resignation for good reason.

  • · The agreement includes confidentiality and non-disclosure obligations that survive termination.
  • · Restrictive covenants are included (Section 7), but the full text was truncated in the filing.
  • · The executive's primary work location is Company headquarters at 40 Marcus Drive, Suite One, Melville, NY 11747.
  • · Option grants are subject to Board discretion and an independent compensation consultant's recommendation.
  • · Severance payments are conditioned on execution of a general release and non-revocation.
  • · In case of breach by executive, company's obligation to pay severance terminates and executive must reimburse previously paid amounts.
Scienture Holdings, Inc. 8-K neutral materiality 5/10

29-05-2026

Scienture Holdings, Inc. (SCNX) announced the resignation of CFO Eric Sherb on May 26, 2026, for personal reasons, with no dispute or disagreement with the company. Dr. Narasimhan Mani, age 51, who has served as a director and Co-CEO and President since May 2025, was appointed Interim CFO effective the same day. Dr. Mani brings over 25 years of pharmaceutical industry experience, including financial roles at Johnson & Johnson and Amneal Pharmaceuticals, and holds an MBA from Columbia Business School.

  • · Dr. Mani has served as a director and Co-CEO and President of the Company since May 2025.
  • · Dr. Mani holds a B.Pharm (Hons.) from BITS, Pilani (1995), M.S. in Analytical Chemistry from the University of Oklahoma (1998), Ph.D. in Pharmaceutics from the University of Georgia (2003), and an MBA in Finance and Marketing from Columbia Business School (2008).
  • · Dr. Mani is a recipient of the 2021 Outstanding 50 Asian Americans in Business Award.
  • · Dr. Mani serves on the board of Corsair Pharma, Inc. and is an invited member of the Executives-in-Residence at New Rhein Healthcare Investors.
  • · Dr. Mani's employment continues under his existing employment agreement, as amended, previously disclosed in an 8-K filed on October 24, 2025.
CID Holdco, Inc. 8-K negative materiality 9/10

29-05-2026

CID Holdco, Inc. completed a third closing under its Note Purchase Agreement with White Lion Capital, issuing a $287,500 senior secured convertible note for $230,000 in cash (20% OID) to fund scheduled payments to J.J. Astor & Co. Simultaneously, the company implemented a temporary furlough of all employees effective May 25, 2026, while its CEO, CFO, CTO, and Chief Revenue Officer voluntarily reduced or deferred their salaries to preserve liquidity. The company faces significant financial strain, with no assurance the furlough will not materially impact operations or revenues.

  • · The note matures on the six-month anniversary of the issue date (approximately November 29, 2026).
  • · Interest for the first six months accrues immediately and is guaranteed.
  • · The note is a second senior secured obligation, behind a first priority lien held by J.J. Astor & Co.
  • · Upon an event of default, the conversion price drops to $0.01 per share.
  • · The company may prepay the note at any time without the holder's consent.
  • · The company's Chief Strategy Officer also agreed to defer his salary during the furlough period.
  • · A small number of independent contractors (primarily in India) continue to service customers and core initiatives.
  • · The company cannot predict the duration of the furlough and may recall employees based on operational needs and capital availability.
  • · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.
SEACOAST BANKING CORP OF FLORIDA 8-K neutral materiality 3/10

29-05-2026

H. Gilbert Culbreth, Jr. resigned from the Board of Seacoast Banking Corporation of Florida effective June 15, 2026, for personal reasons and not due to any disagreement. He will remain on the board of the subsidiary Seacoast National Bank. The company expressed gratitude for his service.

  • · Mr. Culbreth was appointed to the Board in 2008 and served on the compensation and governance committee.
  • · Resignation effective June 15, 2026.
  • · He will remain on the board of Seacoast National Bank.
Tenaya Therapeutics, Inc. 8-K neutral materiality 5/10

29-05-2026

Tenaya Therapeutics held its annual meeting on May 27, 2026, where stockholders elected three Class II directors (Amy Burroughs, Karah Parschauer, Catherine Stehman-Breen) and ratified Deloitte & Touche as auditor for FY2026. Additionally, the amended and restated 2021 Equity Incentive Plan was approved, increasing share reserve by 6,509,966 shares (approx. 3% of outstanding) and modifying the evergreen provision. The plan approval received 67,356,607 votes for and 20,575,701 against, indicating some shareholder dissent.

  • · The equity plan amendment removed the annual limit of 4 million shares but maintained the annual increase at 4% of outstanding shares.
  • · Broker non-votes were 48,606,132 for director elections and the equity plan proposal, indicating significant shares not voted by brokers.
  • · Ratification of Deloitte & Touche passed with 135,650,321 votes for, 2,023,657 against, and 1,220,906 abstentions.
Tempest Therapeutics, Inc. 8-K neutral materiality 3/10

29-05-2026

On May 23, 2026, Ms. Simantov resigned from the Board of Directors of Tempest Therapeutics, Inc., effective immediately. The resignation was not due to any disagreement with the company. The company entered into a Separation Agreement waiving accrued retainer fees, while stock options, share ownership, and indemnification rights remain unaffected.

  • · The Separation Agreement waives all accrued and unpaid retainer fees under the non-employee director compensation program.
  • · Ms. Simantov's outstanding stock option awards and ownership of capital stock are not affected.
  • · Her indemnification agreement remains in full force for six years from separation.
  • · The Separation Agreement will be filed as an exhibit to the Q2 2026 10-Q.
Cencora, Inc. 8-K positive materiality 6/10

29-05-2026

Cencora appointed Eva Boratto as EVP and CFO, effective June 29, 2026, succeeding James Cleary who will retire and serve in an advisory capacity through end of 2026. The company reaffirmed its fiscal 2026 adjusted diluted EPS guidance of $17.70–$17.90 and long-term guidance of 7%–10% adjusted operating income growth and 10%–14% adjusted diluted EPS growth. No negative or flat metrics were reported; the guidance reaffirmation indicates stable expectations.

  • · Cencora is ranked #10 on the Fortune 500 and #18 on the Global Fortune 500.
  • · Boratto previously served as CFO of Bath & Body Works and spent 12 years at CVS Health, including as CFO.
  • · Boratto chairs the audit committees of both Mars, Inc. and United Parcel Service, Inc.
  • · Fiscal 2026 adjusted diluted EPS guidance was updated on May 21, 2026 from $17.65–$17.90 to $17.70–$17.90 due to opportunistic share repurchases.
  • · James Cleary will serve in an advisory capacity through the end of 2026.
UMH PROPERTIES, INC. 8-K mixed materiality 7/10

29-05-2026

UMH Properties, Inc. announced the retirement of Anna T. Chew as CFO effective June 1, 2026, after 35 years with the company, with Kevin S. Miller named as her successor. Ms. Chew will remain in an advisory role and continue on the Board of Directors. The transition marks a leadership change as the company has grown from a net market capitalization of under $15 million to over $1.3 billion and from 20 to 145 communities under her tenure.

  • · Ms. Chew will remain in an advisory role to ensure smooth transition and continue as a Board member.
  • · Kevin Miller has been CFO of UMH OZ Fund, LLC since October 2022 and was previously CFO of Monmouth Real Estate Investment Corp. for ten years.
  • · UMH owns/operates 145 manufactured home communities across 12 states plus joint venture communities in Florida and Pennsylvania.
  • · Two Florida joint venture communities contain 363 sites, one Pennsylvania joint venture contains 113 sites.
  • · The company has approximately 27,100 developed homesites, 11,200 rental homes, and over 1,000 self-storage units.
  • · UMH was organized in 1968 and is listed on NYSE and TASE.
APOGEE ENTERPRISES, INC. 8-K neutral materiality 5/10

29-05-2026

Apogee Enterprises announced the resignation of Brent C. Jewell as President of its Architectural Glass Segment, effective June 10, 2026. The resignation is unrelated to a transaction announced on May 28, 2026, and is not due to any disagreement with the company. Mr. Jewell will assist with transition and integration activities related to the transaction through his final employment date.

  • · Mr. Jewell's last day with the company is June 10, 2026.
  • · The resignation is unrelated to the transaction announced on May 28, 2026.
  • · Mr. Jewell will support transition, pre-closing, and integration activities related to the transaction through his final date of employment.
CHEVRON CORP 8-K neutral materiality 3/10

29-05-2026

Chevron's Chief Legal Officer R. Hewitt Pate notified the Board of his resignation effective December 31, 2026, in connection with his expected retirement in June 2027. He will remain as a non-executive senior advisor through his retirement to support the transition. No financial figures or performance metrics were disclosed in this filing.

  • · Resignation effective date: December 31, 2026
  • · Expected retirement date: June 2027
  • · Mr. Pate will serve as a non-executive senior advisor until his retirement
FIRST FINANCIAL BANCORP /OH/ 8-K neutral materiality 5/10

29-05-2026

First Financial Bancorp. held its 2026 Annual Meeting on May 26, 2026, where shareholders approved the 2026 Stock Plan, ratified Crowe LLP as auditor, elected all ten director nominees, and approved advisory executive compensation. The meeting had strong shareholder turnout of 89.71% of eligible shares, but notable withhold votes were cast against directors Maribeth S. Rahe (2.75M) and Claude E. Davis (1.55M), indicating some shareholder dissent.

  • · The 2026 Stock Plan expires on May 26, 2036 and is administered by the Compensation Committee.
  • · Auditor ratification received 93,734,321 votes for, 365,776 against, and 32,132 abstentions.
  • · Advisory 'say on pay' vote passed with 82,796,507 for, 1,198,027 against, and 290,102 abstentions.
  • · Director Maribeth S. Rahe received the highest number of withheld votes at 2,753,199 (3.3% of votes cast).
  • · Director Andre T. Porter received the fewest withheld votes at 301,850.
SILGAN HOLDINGS INC 8-K positive materiality 6/10

29-05-2026

Silgan Holdings Inc. held its Annual Meeting on May 26, 2026, where stockholders approved an amendment to the 2004 Stock Incentive Plan, increasing available shares by 4,000,000 and extending the plan term to June 30, 2031. All three director nominees were elected, and the appointment of Ernst & Young LLP as independent auditor for fiscal 2026 was ratified. The non-binding advisory vote on executive compensation received strong support with 96,755,314 votes for and 3,231,739 against.

  • · The Stock Incentive Plan amendment extends the plan term from March 31, 2029 to June 30, 2031.
  • · The amendment increases the per-participant limit on restricted shares/RSUs over 36 consecutive months from 900,000 to 1,200,000.
  • · A new pool of shares equal to 5% of available shares may be granted without minimum vesting, exercisability, or performance period requirements (excluding the CEO).
  • · All three director nominees were elected with strong majorities; Leigh J. Abramson received the most withhold votes (12,648,982).
  • · The advisory vote on executive compensation passed with 96,755,314 for and 3,231,739 against (approximately 96.8% of votes cast in favor).
  • · Broker non-votes totaled 3,077,133 on all applicable proposals.
ACADIA PHARMACEUTICALS INC 8-K positive materiality 7/10

29-05-2026

ACADIA Pharmaceuticals held its 2026 Annual Meeting on May 29, 2026, where stockholders elected three Class I directors (James M. Daly, Edmund P. Harrigan, M.D., Adora Ndu, Pharm.D., J.D.) and approved an amendment to the 2024 Equity Incentive Plan to increase authorized shares by 5,209,670. All management proposals, including the advisory vote on executive compensation and ratification of Ernst & Young as independent auditor, were approved with strong majority support.

  • · All three Class I director nominees were elected; Edmund P. Harrigan received the lowest support (128,460,130 FOR vs 21,988,617 WITHHELD).
  • · Advisory vote on executive compensation passed with 148,265,173 FOR and only 1,911,358 AGAINST.
  • · Ernst & Young was ratified as independent auditor for FY2026 with 157,409,378 FOR (98% of votes cast excluding broker non-votes).
  • · The 2024 Equity Incentive Plan amendment was approved to increase authorized shares by 5,209,670 shares.
  • · The amendment allows issuance of shares under the Plan for equity-based compensation.
EXELIXIS, INC. 8-K mixed materiality 6/10

29-05-2026

Exelixis held its 2026 Annual Meeting on May 26, 2026, where stockholders elected 11 directors, ratified Ernst & Young as auditor, approved the amended 2017 Equity Incentive Plan, and approved the Say on Pay proposal. All director nominees received strong support, with votes in favor ranging from approximately 180.4 million to 205.4 million shares. However, the Say on Pay proposal received a relatively lower approval rate of about 79% (163.1 million for vs. 43.2 million against), indicating notable shareholder dissent on executive compensation.

  • · All 11 director nominees were elected with votes for ranging from 180,367,648 (Maria C. Freire) to 205,409,482 (S. Gail Eckhardt).
  • · Ratification of Ernst & Young LLP as independent auditor passed with 222,343,120 votes for, 6,485,691 against, and 197,575 abstentions.
  • · The 2017 Equity Incentive Plan was approved with 196,926,657 votes for, 9,343,837 against, and 319,812 abstentions.
  • · Say on Pay received 163,104,135 votes for, 43,156,553 against, and 329,618 abstentions, representing a notable dissent level of about 21% of votes cast.
  • · Broker non-votes were 22,436,080 on all director elections, the 2017 Plan, and Say on Pay; no broker non-votes on auditor ratification.
NU SKIN ENTERPRISES, INC. 8-K mixed materiality 6/10

29-05-2026

Nu Skin Enterprises, Inc. held its 2026 Annual Meeting of Stockholders on May 28, 2026, where stockholders approved an amendment to the 2024 Omnibus Incentive Plan, increasing share authorization by 2,850,000 shares and extending the plan's termination date to May 28, 2036. All nine director nominees were elected, and the selection of PricewaterhouseCoopers LLP as the independent auditor for 2026 was ratified. However, approval of the Amended and Restated 2024 Omnibus Incentive Plan received a relatively narrow 70% 'For' vote, indicating significant shareholder dissent on that proposal.

  • · All nine director nominees received substantial support, with votes 'For' ranging from 33.6M to 34.1M shares.
  • · Advisory approval of executive compensation passed with 33,111,458 'For' (96.2% of votes cast, excluding broker non-votes).
  • · Ratification of PricewaterhouseCoopers LLP as auditor passed with 38,798,633 'For' (97.4% of votes cast).
  • · The Amended and Restated 2024 Omnibus Incentive Plan received 24,185,333 'For' votes (70.3% of votes cast), with 10,177,825 'Against' (29.6% of votes cast), a relatively high dissent level for such proposals.
  • · There were 5,430,258 broker non-votes on all director elections and the advisory compensation and plan proposals (not on auditor ratification).
El Pollo Loco Holdings, Inc. 8-K mixed materiality 6/10

29-05-2026

El Pollo Loco Holdings held its 2026 annual meeting on May 26, 2026, with 87.96% quorum. Stockholders approved amendments to the Equity Incentive Plan, increasing shares available by 1,250,000, and elected directors Tana Davila and Frank Garrido. The say-on-pay proposal received 98.2% support, but a shareholder proposal for majority voting in director elections failed with 70.8% against.

  • · Directors elected with overwhelming support: Tana Davila received 22,085,229 votes for (99.8% of votes cast excluding broker non-votes), Frank Garrido received 22,082,786 votes for (99.8%).
  • · Ratification of BDO USA as auditor passed with 26,723,782 votes for (99.8% of votes cast).
  • · Say-on-frequency proposal: 20,056,383 votes for one year (90.7% of votes cast), leading to annual advisory votes on executive compensation until at least 2032.
  • · Equity Incentive Plan amendments approved with 21,485,764 votes for (97.1% of votes cast excluding broker non-votes).
  • · Shareholder proposal for majority voting standard received 15,630,362 votes for (70.8% of votes cast excluding broker non-votes) but failed due to not meeting majority threshold.
Outset Medical, Inc. 8-K neutral materiality 4/10

29-05-2026

On May 26, 2026, Marc Nash informed Outset Medical, Inc. that he will depart his role as Executive Vice President, R&D, Operations and Service effective June 5, 2026 to pursue other professional opportunities. The company states the departure is not due to any dispute or disagreement with management; no replacement, severance, or other compensatory arrangements were disclosed in the filing.

  • · Date of report / filing: May 29, 2026
  • · Date of earliest event reported: May 26, 2026
  • · Effective date of departure: June 5, 2026
  • · Filing is Form 8-K, Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers)
  • · Filing explicitly states departure is not due to any dispute or disagreement with the Company or its management
  • · No information provided about a successor, interim coverage, severance, change in control, or any compensatory arrangements
LENSAR, Inc. 8-K neutral materiality 4/10

29-05-2026

LENSAR, Inc. appointed Michael A. Rossi as Interim CFO, effective May 29, 2026, on an hourly consulting basis of $375 per hour via Monomoy Advisors LLC. The company also announced its 2026 Annual Meeting of Stockholders will be held virtually on August 4, 2026, with a record date of June 10, 2026, resulting in expedited deadlines for stockholder proposals and director nominations (June 8, 2026).

  • · The 2026 Annual Meeting is scheduled for August 4, 2026 and will be held virtually.
  • · Record date for voting at the 2026 Annual Meeting is June 10, 2026.
  • · Deadline for Rule 14a-8 stockholder proposals and director nominations is June 8, 2026 (10 days after the filing date).
  • · Mr. Rossi previously served as CFO of Access Vascular (Mar 2025-Jul 2025), ConcertAI LLC (Feb 2023-Sep 2023), and Harvard Bioscience (Jul 2019-Dec 2022).
Jazz Pharmaceuticals plc 8-K neutral materiality 3/10

29-05-2026

On May 25, 2026, Class III director Anne O’Riordan informed Jazz Pharmaceuticals that she will not stand for re-election at the 2026 annual meeting. The board stated this decision was not due to any dispute or disagreement with the company, and it will continue to evaluate board composition as part of its refreshment process.

  • · Anne O’Riordan is a Class III director whose term was set to expire at the 2026 annual meeting.
  • · The filing was signed by Neena Patil, Executive Vice President and Chief Legal Officer, on May 29, 2026.
  • · The company’s principal executive offices are located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland D04 E5W7.

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