US Executive Officer Management Changes SEC — June 24, 2026

USA Executive & Director Changes

By Gunpowder Editorial ·

21 high priority 21 total filings analysed

Executive Summary

The 21 filings reveal a significant wave of executive departures and governance shifts, particularly in the technology and healthcare sectors. We identified 8 officer resignations or retirements (CFOs, CLOs, CGOs, President, CEO) and 3 director changes across the portfolio. Notably, no insider buying was reported, but several departures are tied to restructuring, suggesting cost optimization pressures.

Forward-looking data indicates a rebuilding phase, with 4 companies actively searching for successors and several others implementing workforce realignments and equity plan expansions to retain talent. The most critical developments include Elastic N.V.'s 7% workforce reduction combined with a CPO resignation, Grove Collaborative's CFO resignation amid significant broker non-votes, and HeartBeam's strategic pivot to a licensing model with a CEO transition. Period-over-period data, though limited, shows a pattern of operational streamlining and strategic repositioning across firms.

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

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Executive Officer Management Changes SEC digest from June 23, 2026.

Investment Signals (12)

  • Workforce reduction of 7% and CPO Ken Exner's resignation suggest aggressive cost-cutting; expects $22M-$25M charges, but continues hiring in key areas—a signal of strategic realignment, not just downsizing. [BEARISH for short-term sentiment]

  • CFO Tom Siragusa resigning Aug 16, 2026, with 12.9M broker non-votes (76.6% voting power) indicates potential governance friction; successor search underway, creating uncertainty.

  • CEO resigns with no disagreement, but Interim CEO Richard Fang (med-tech veteran, J&J) brings turnaround credibility; company holds only FDA-approved total artificial heart—niche monopoly. [BULLISH for long-term strategic value]

  • CEO transitions to consulting role as company pivots to licensing 3D ECG platform; lowers cost structure, expands patent portfolio (20+ patents), and targets heart attack detection (not yet FDA cleared). [BULLISH for platform value, BEARISH for execution risk]

  • Workforce realignment saves $10M-$12M annualized (including ~$3M non-cash stock comp) with one-time $6M charge; CGO departs—signal of efficiency drive, but severance indicates disruption. [NEUTRAL to BULLISH for margins]

  • Class III director James D. White received only 73.3% for votes (23.1M withheld), indicating significant shareholder dissent; Executive Severance Plan amended with stricter covenants. [BEARISH for governance]

  • Stockholders approved 7M new shares under Omnibus Plan (strong support), signaling insider confidence; director Vinita Gupta had lowest approval (72.6%), but all proposals passed. [BULLISH for capital flexibility]

  • CarMax (BULLISH)

    Stock Incentive Plan increased by 1.84M shares; all 12 directors elected with strong support despite Folliard’s 5.26M against votes—indicates alignment with shareholder interests.

  • Freshpet (NEUTRAL)

    Co-founder and President Scott Morris retires Oct 2026; COO Nicola Baty steps up; 18-month advisory period with bi-weekly $38.9K payments plus RSU vesting—smooth transition but cost impact.

  • PVH Corp (NEUTRAL)

    Stock Incentive Plan amendment increased share pool by 1.068M and raised full-value award counting ratio to 1.72; likely dilutes EPS slightly but signals retention focus.

  • Amended CEO and other executive agreements to comply with Virginia law (July 1, 2026), expanded clawbacks, removed auto tax gross-ups—strengthens governance. [BULLISH for risk management]

  • CFO Sarah Romano resigns July 22, remains an emerging growth company—uncertainty in financial leadership.

Risk Flags (12)

  • 7% workforce reduction with $22M-$25M charges; CPO resignation adds to leadership vacuum; charges hit Q1 FY2027.

  • CFO exit plus 12.9M broker non-votes at AGM (76.6% representation but passive shares) could signal activist pressure or dissatisfaction.

  • James D. White received 23.1M withheld votes (26.7% of votes cast), largest dissent in the portfolio; suggests governance concerns.

  • Pivoting to licensing model means near-term revenue dependency on partners; heart attack detection indication not FDA-cleared—regulatory hurdle.

  • Workforce realignment $6M charge in Q3 FY2026; CGO departure could slow growth initiatives despite cost savings.

  • Co-founder retirement removes visionary; COO Baty's promotion to President is positive but transition risk remains.

  • Director Ja-chin Audrey Lee resigned immediately June 17, 2026, with no reason provided—could indicate undisclosed conflict.

  • Chief Legal Officer Robin Schulman resigns June 30; 9.7% withhold vote for director Godfrey Sullivan indicates board unease.

  • 96,630 RSUs plus 76,640 PBRSUs granted; though normal comp, dilutes existing shareholders.

  • 59.6% representation, broker non-votes on director elections—indicates passive ownership concerns.

  • Non-Executive Chairman Denise W. Warren stepped down; routine but succession execution is key.

  • CFO resignation, emerging growth company status without extended transition period for new standards—financial reporting risk.

Opportunities (10)

  • CEO change with Interim CEO Richard Fang (med-tech veteran, J&J); only FDA-approved total artificial heart—monopoly positioning; watch for permanent CEO announcement.

  • Licensing model reduces costs; 20+ issued patents, FDA-cleared 3D ECG for arrhythmia; Q2 2026 call in August for strategy details—potential revenue inflection.

  • Workforce reduction (7%) and $22M-$25M charges but still hiring; if strategic realignment works, margins expand post-Q3 FY2027.

  • Annualized savings $10M-$12M (including $3M non-cash); $6M one-time charge; margin expansion opportunity once restructuring complete (end Q3 FY2026).

  • CarMax/Plan Extension (OPPORTUNITY)

    Stock Incentive Plan extended to 2036, adds 1.84M shares; strong shareholder approval—good for talent retention and long-term alignment.

  • 7M additional shares approved for Omnibus Plan; strong institutional support (272.8M votes for auditor); could fund R&D or acquisitions.

  • New stricter covenants and reduced standstill period (5 to 2 years) after change in control—better protection for shareholders.

  • Added 1.068M shares; while dilutive, shows commitment to management retention in competitive retail environment.

  • Ingevity Corp/New CAO (OPPORTUNITY)

    Appointment of CPA Ryan Cotterman with 14 years at EY (audit/IPOs)—strengthens financial reporting expertise.

  • Andreas Lieber (Uber, Postmates) joins board; expands hospital service robots via Diligent Robotics acquisition—growth catalyst.

Sector Themes (6)

  • Tech/Healthcare Restructuring Wave

    3/8 tech/healthcare companies (Elastic, BellRing, HeartBeam) announced workforce realignments or pivot strategies involving executive changes—indicating sector-wide cost discipline. Aggregate charges: ~$28M-$31M across Elastic and BellRing.

  • CFO Departure Cluster

    3 CFOs resigned (Grove Collaborative, Vicarious Surgical, and Freshpet’s President role change) in same filing period, all with no cited disagreement—possible sector-wide talent movement or burn-out.

  • Equity Plan Expansions for Retention

    4 companies (CarMax, PVH, PEDEVCO, Precigen) expanded equity incentive pools, totaling ~10.6M new shares authorized—signals focus on retaining talent amid leadership changes.

  • Governance Tightening Trend

    CAVA Group and Carter Bankshares amended severance and employment agreements with expanded clawbacks, stricter covenants, and compliance with new state laws—reflects post-pandemic governance upgrades.

  • Shareholder Dissent on Directors

    At both CAVA Group (23.1M withheld for White) and GitLab (23.8M withheld for Sullivan), director elections showed notable opposition—suggests investors demanding better board oversight.

  • Strategic Pivot to Licensing/Partnerships

    HeartBeam and Serve Robotics both shifting from direct sales to licensing/partner models (HeartBeam 3D ECG; Serve’s hospital robots via acquisition)—may reduce capital intensity and accelerate adoption.

Watch List (8)

  • CFO transition; successor search outcome and Q2 2026 earnings call—watch for revenue trends and governance resolution.

  • Interim CEO Richard Fang’s tenure; permanent CEO search update.

  • Q2 2026 conference call in August for strategy details; FDA progress on heart attack detection indication.

  • Q1 FY2027 earnings for guidance on restructuring impact and headcount growth in key areas.

  • Q3 FY2026 earnings for severance charge booking and cost savings realization.

  • Scott Morris retirement on Oct 20, 2026; transition to Nicola Baty as President; watch for operational impact.

  • Director James D. White's subsequent actions; follow-up on shareholder dissatisfaction.

  • New Virginia law effective July 1, 2026; watch for compliance costs and executive retention.

Filing Analyses (21)
PEDEVCO CORP 8-K neutral materiality 5/10

24-06-2026

PEDEVCO CORP granted 96,630 RSUs and up to 76,640 PBRSUs to officers and employees under the 2021 Equity Incentive Plan. CEO J. Douglas Schick received 22,830 RSUs and 15,220 target PBRSUs. The awards are part of the 2025 annual compensation review and vest over three years for RSUs and based on TSR performance for PBRSUs.

  • · RSUs vest 1/3 each on 1st, 2nd, and 3rd anniversaries of Jan 1, 2026 VCD.
  • · PBRSUs cliff-vest on Dec 31, 2028, with payout 0-200% based on relative TSR percentile.
  • · Awards are under the Plan registered on Form S-8.
Grove Collaborative Holdings, Inc. 8-K neutral materiality 5/10

24-06-2026

Grove Collaborative Holdings, Inc. disclosed in an 8-K filing that CFO Tom Siragusa will resign effective August 16, 2026, to pursue another opportunity, with no disagreement with the company. Separately, at the June 18, 2026 annual meeting, stockholders elected three Class I directors (Larry Cheng, Stuart Landesberg, Kristine Miller) and ratified Baker Tilly US, LLP as independent auditor for fiscal 2026. The meeting had 76.6% voting power represented, but broker non-votes on director elections totaled 12,926,872, indicating significant passive shares.

  • · CFO Tom Siragusa will remain in his position until August 16, 2026.
  • · The company is initiating a search for a successor CFO.
  • · Director election votes: Larry Cheng received 28,636,819 for, 220,273 withheld; Stuart Landesberg 28,773,075 for, 84,017 withheld; Kristine Miller 28,788,043 for, 69,049 withheld.
  • · Ratification of Baker Tilly US, LLP: 41,099,169 for, 43,643 against, 641,152 abstentions.
  • · Record date for annual meeting was April 24, 2026.
Picard Medical, Inc. 8-K neutral materiality 6/10

24-06-2026

Picard Medical announced that CEO Patrick NJ Schnegelsberg stepped down effective June 18, 2026, with no disagreement with the company. Executive Chairman Richard Fang was appointed Interim CEO while the board searches for a permanent replacement. The company emphasizes its unique position with the only FDA-approved total artificial heart.

  • · Richard Fang is founder and managing partner of Hunniwell Lake Ventures LLC, a med-tech VC founded in 2019.
  • · Fang founded Reach Surgical in 2005 and led its growth over 15 years, culminating in a sale to a private equity buyer.
  • · Fang has over 20 years of medical device industry experience including at Johnson & Johnson.
  • · SynCardia's STAH is the only commercially available artificial heart in the US and Canada, with over 2,100 implants in 27 countries.
Elastic N.V. 8-K mixed materiality 8/10

24-06-2026

Elastic N.V. announced a workforce reduction of approximately 7% as part of a plan to align investments with strategic priorities, expecting non-recurring cash charges of $22M to $25M primarily in Q1 FY2027. The company plans to continue hiring in key areas and expects total headcount to grow this fiscal year. Additionally, Chief Product Officer Ken Exner resigned effective July 17, 2026, with engineering leadership now reporting directly to the CEO.

  • · Workforce reduction expected to be substantially completed by end of Q3 FY2027.
  • · Charges primarily consist of severance and other termination benefits.
  • · Ken Exner's resignation is not due to any disagreement with the company or its board.
  • · Engineering leaders of Elasticsearch and Platform Group, and Observability and Security Group will report directly to CEO Ashutosh Kulkarni.
  • · Company plans to continue growing headcount in customer-facing go-to-market functions.
REVELATION BIOSCIENCES, INC. 8-K neutral materiality 2/10

24-06-2026

REVELATION BIOSCIENCES, INC. filed an 8-K on June 24, 2026, adopting its Third Amended and Restated Bylaws, which include standard governance provisions such as one-third voting power quorum, plurality voting for director elections, and majority voting for other matters. The filing also covers items related to director/officer changes (Items 5.02, 5.03, 5.07), but no specific financial or operational metrics are disclosed, making it a routine governance update.

  • · The Third Amended and Restated Bylaws were adopted on June 24, 2026.
  • · Quorum for stockholder meetings is set at one-third of voting power present in person or by proxy.
  • · Director election uses a plurality voting standard, while other matters require majority of votes cast (excluding abstentions and broker non-votes).
  • · Special meetings of stockholders can only be called by the Chairperson, President, CEO, or a majority of the Whole Board.
  • · Stockholder list must be available for inspection 10 days prior to meetings, either online or at the principal place of business.
Brookdale Senior Living Inc. 8-K neutral materiality 4/10

24-06-2026

Brookdale Senior Living Inc. held its 2026 annual meeting on June 22, 2026, where all nine director nominees were elected and stockholders approved executive compensation and the ratification of Ernst & Young LLP as auditor. Jordan R. Asher's term expired as he did not stand for re-election, and Denise W. Warren stepped down as Non-Executive Chairman, with Mark Fioravanti appointed as her successor. The changes reflect routine succession planning with no disagreements cited.

  • · Stockholders approved executive compensation (advisory) with 185,229,055 votes for, 5,611,078 against, 760,717 abstentions, and 12,291,692 broker non-votes.
  • · Ratification of Ernst & Young LLP as independent auditor for 2026 passed with 200,410,558 votes for, 3,466,287 against, and 15,697 abstentions (no broker non-votes).
  • · Director election results: Claudia N. Drayton received 183,615,288 votes for (lowest among nominees); Nikolas W. Stengle received 190,915,539 votes for (highest among nominees).
  • · Jordan R. Asher's departure was not due to any disagreement with the company, board, or management.
CARMAX INC 8-K positive materiality 6/10

24-06-2026

CarMax held its 2026 Annual Meeting of Shareholders on June 23, 2026, where shareholders elected 12 directors, ratified KPMG as auditor for FY2027, approved executive compensation on an advisory basis, and approved amendments to the 2002 Stock Incentive Plan. The plan amendments include an increase of 1,842,000 shares reserved for issuance, a minimum vesting requirement, a prohibition on dividends for unvested awards, and an extension of the plan's termination date to June 23, 2036. All director nominees received strong support, though Thomas J. Folliard received the lowest 'for' votes (109,919,543) with 5,261,737 against, and Marcella Shinder also faced notable opposition (3,037,796 against).

  • · The Stock Incentive Plan termination date was extended from June 27, 2033 to June 23, 2036.
  • · The plan amendments add a minimum vesting requirement for incentive awards (with limited exceptions) and prohibit dividends/dividend equivalents on unvested awards.
  • · Ratification of KPMG as auditor for FY2027 received 124,402,598 votes for, 1,969,402 against, and 139,949 abstaining.
  • · The non-binding advisory resolution on executive compensation received 107,869,976 votes for, 5,685,835 against, and 1,762,734 abstaining.
  • · The Stock Incentive Plan approval received 109,927,642 votes for, 3,724,815 against, and 1,666,088 abstaining.
SPRUCE POWER HOLDING CORP 8-K neutral materiality 4/10

24-06-2026

On June 17, 2026, director Ja-chin Audrey Lee resigned immediately from the board of Spruce Power Holding Corporation. Ms. Lee served as a Class C director with a term expiring at the 2026 Annual Meeting of Stockholders. The resignation was disclosed via an 8-K filing on June 24, 2026.

  • · Ms. Lee's resignation was effective immediately on June 17, 2026.
  • · She was a Class C director whose term was set to expire at the 2026 Annual Meeting of Stockholders.
  • · No reason for the resignation was provided in the filing.
  • · The filing was signed by Chief Legal Officer Jonathan M. Norling.
Gitlab Inc. 8-K neutral materiality 5/10

24-06-2026

GitLab Inc. announced the resignation of Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary Robin Schulman, effective June 30, 2026, with no disagreement cited. At the 2026 Annual Meeting held June 17, 2026, stockholders elected Class II directors Karen Blasing and Godfrey Sullivan, ratified KPMG LLP as independent auditor for FY ending January 31, 2027, and approved non-binding advisory say-on-pay compensation. All proposals passed with strong shareholder support, though Godfrey Sullivan received a notable 9.7% withhold vote (23.8M shares withheld).

  • · Robin Schulman's resignation is effective June 30, 2026, and is not due to any disagreement with the company.
  • · Godfrey Sullivan received 23,770,973 shares withheld (9.7% of votes cast), indicating notable shareholder dissent.
  • · KPMG LLP was ratified as independent auditor for the fiscal year ending January 31, 2027, with 271,236,365 shares for and 4,277,434 against.
  • · Advisory say-on-pay passed with 235,289,523 shares for, 8,873,423 against, and 779,400 abstaining.
  • · Broker non-votes totaled 30,729,455 shares for both director elections and the say-on-pay proposal.
  • · GitLab is a remote-only company with no physical headquarters; stockholder communications may be sent to Corporation Service Company in Wilmington, Delaware.
Ingevity Corp 8-K positive materiality 5/10

24-06-2026

Ingevity Corp appointed Ryan Cotterman (age 44) as Vice President, Chief Accounting Officer and principal accounting officer, effective June 22, 2026. Mr. Cotterman brings extensive experience from Ralliant Corporation, Cornerstone Building Brands, Advance Auto Parts, and Ernst & Young. His compensation includes a $345,000 base salary, 40% bonus target, and 65% long-term incentive target, plus a $40,000 sign-on cash bonus and $150,000 in restricted stock units vesting over three years. There are no concerns noted regarding family relationships or related-party transactions.

  • · Mr. Cotterman is a Certified Public Accountant licensed in North Carolina and holds a Bachelor of Science in Accounting from Le Moyne College.
  • · He spent 14 years at Ernst & Young (2004–2017), leading audits and IPOs for SEC-registered clients in manufacturing, life sciences, technology, and SaaS.
  • · No arrangements, family relationships, or reportable transactions (Item 404(a)) exist between Mr. Cotterman and the company.
PAVmed Inc. 8-K positive materiality 5/10

24-06-2026

PAVmed Inc. held its annual meeting on June 24, 2026, with 59.6% of shares represented. Stockholders re-elected directors Ronald M. Sparks and Timothy Baxter, approved amendments to the Employee Stock Purchase Plan (increasing shares from 15,774 to 215,774 and raising the annual evergreen limit from 5,556 to 500,000), and ratified CBIZ CPAs P.C. as independent auditor for 2026. All proposals passed with strong support, though broker non-votes were present on director elections and the ESPP amendment.

  • · The Board is divided into three classes: Class A (2 directors), Class B (2 directors), Class C (2 directors).
  • · Class B directors (Sundeep Agrawal, M.D. and Debra J. White) have terms expiring at the 2027 annual meeting.
  • · Class C directors (Lishan Aklog, M.D. and Michael J. Glennon) have terms expiring at the 2028 annual meeting.
  • · The ESPP amendment was described in the Definitive Proxy Statement filed on April 30, 2026.
  • · The ratification of CBIZ CPAs P.C. had no broker non-votes, indicating full voting participation on that matter.
HeartBeam, Inc. 8-K mixed materiality 8/10

24-06-2026

HeartBeam, Inc. announced a strategic shift to license its 3D ECG signal platform to partners instead of focusing solely on direct medical device sales, aiming to accelerate global adoption and reduce costs. As part of the reorganization, CEO Robert Eno will transition to a consulting role, with Founder and President Branislav Vajdic, Ph.D. and Executive Chairman Rich Ferrari leading the new focused implementation teams. The company is expanding its platform toward heart attack detection, though this indication is not yet FDA cleared, and expects to provide more strategy details on its Q2 2026 conference call in August.

  • · The company received FDA marketing clearance for its synthesized 12-lead ECG signal for arrhythmia assessment in December 2025.
  • · HeartBeam holds over 20 issued patents related to technology enablement.
  • · The reorganization is expected to create a meaningfully lower cost structure.
  • · HeartBeam intends to partner its platform across five channels: governments and national health systems, ECG OEMs, Holter and patch manufacturers, health systems and integrated delivery networks, and consumer wearable companies.
  • · The heart attack detection indication is not FDA cleared and not available in the US or any other geography at this time.
  • · The company will provide more details on strategy during its Second Quarter 2026 conference call in August.
BELLRING BRANDS, INC. 8-K mixed materiality 7/10

24-06-2026

BellRing Brands announced a workforce realignment on June 24, 2026, to streamline operations and improve efficiency, expecting annualized pre-tax operating expense savings of $10M–$12M (including ~$3M non-cash stock compensation). However, the company will incur one-time severance charges of ~$6M, predominantly in Q3 fiscal 2026, and Chief Growth Officer Douglas J. Cornille stepped down immediately, with departure effective September 1, 2026.

  • · Douglas J. Cornille stepped down as Chief Growth Officer effective June 24, 2026, and will depart the company September 1, 2026.
  • · Cornille will receive severance benefits under the 2019 LTIP and the Severance and Change in Control Agreement, as described in the December 16, 2025 proxy statement.
  • · Workforce realignment charges of ~$6M are expected primarily in Q3 fiscal 2026; actions substantially complete by end of Q3 fiscal 2026.
  • · Annualized savings of $10M–$12M are expected to begin in Q4 fiscal 2026 with the majority realized in fiscal 2027.
Vicarious Surgical Inc. 8-K neutral materiality 5/10

24-06-2026

Vicarious Surgical Inc. announced the resignation of CFO Sarah Romano, effective July 22, 2026, with no disagreement related to company operations. The company remains an emerging growth company and has not elected the extended transition period for new accounting standards.

  • · Sarah Romano's resignation is effective July 22, 2026, or a later mutually agreed date.
  • · The company is an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.
  • · No securities are registered under Section 12(b) of the Act.
Serve Robotics Inc. /DE/ 8-K positive materiality 5/10

24-06-2026

Serve Robotics Inc. appointed Andreas Lieber to its Board of Directors effective June 22, 2026, replacing Sarfraz Maredia who stepped down after three years. Lieber brings experience from Uber, Postmates, and California Forever, while the company has expanded beyond sidewalk delivery into hospitals and robotics infrastructure.

  • · Serve acquired Diligent Robotics in 2026, expanding into indoor service robots used in hospitals.
  • · Serve spun off from Uber in 2021.
  • · Andreas Lieber currently serves as General Manager, Industry & Technology, at California Forever.
  • · Serve designs both hardware and software for its robots.
MOLSON COORS BEVERAGE CO 8-K neutral materiality 4/10

24-06-2026

Molson Coors Beverage Company announced on June 24, 2026, that Philip Whitehead, President and CEO of its EMEA&APAC business, is temporarily stepping away due to a medical condition. Simon Kerry, Managing Director of the U.K. and Ireland regional business, will serve as interim Managing Director of the EMEA&APAC business during Mr. Whitehead's leave. No financial impact or performance metrics were disclosed in this filing.

  • · The filing is an 8-K under Item 5.02 regarding departure/election of directors or officers.
  • · No financial figures, performance metrics, or material financial impacts were provided in the filing.
Freshpet, Inc. 8-K neutral materiality 5/10

24-06-2026

Freshpet, Inc. announced the retirement of co-founder and President Scott Morris, effective October 20, 2026, with a transition and advisory period. Nicola Baty, current COO, will assume the additional role of President on the separation date. The company will incur severance costs including bi-weekly payments of $38,904 for 18 months post-retirement.

  • · Scott Morris will retire effective October 20, 2026.
  • · He will serve as an advisor for 18 months post-retirement with bi-weekly payments of $38,904.
  • · All outstanding unvested RSUs will vest on the separation date.
  • · Performance stock units will vest pro rata through December 2026 based on performance metrics.
  • · Mr. Morris is entitled to a pro rata annual bonus for 2026.
  • · The agreement includes a 24-month non-compete and non-disparagement clause.
  • · Nicola Baty, COO since September 2024, will become President on the separation date.
CAVA GROUP, INC. 8-K neutral materiality 5/10

24-06-2026

CAVA Group, Inc. filed an 8-K on June 24, 2026, reporting amendments to its Executive Severance Plan and the results of its 2026 annual meeting of stockholders. The amended plan tightens eligibility to Executive Leadership Team members, adds restrictive covenants, and reduces the post-Change in Control standstill period from five to two years. At the annual meeting, stockholders elected two Class III directors (Brett Schulman and James D. White), approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026.

  • · Brett Schulman received 85,651,941 votes for and 882,410 votes withheld; James D. White received 63,427,817 votes for and 23,106,534 votes withheld.
  • · Advisory vote on executive compensation: 75,849,587 for, 10,573,039 against, 111,725 abstain.
  • · Ratification of Deloitte & Touche LLP: 100,054,705 for, 378,617 against, 71,855 abstain.
  • · Broker non-votes were 13,970,826 for each director election and the advisory compensation vote.
  • · The A&R Executive Severance Plan eliminates the prior requirement of at least one year's written notice to Participants for amendments or termination.
PVH CORP. /DE/ 8-K neutral materiality 5/10

24-06-2026

PVH Corp. held its 2026 Annual Meeting on June 18, 2026, where stockholders approved amendments to the Stock Incentive Plan to add 1,068,000 additional shares to the pool and modify the counting method for full value awards from 1.6 to 1.72 shares per award. The total shares authorized under the plan remain at 24,493,589. No financial results or period-over-period comparisons were provided in this filing.

  • · The Stock Incentive Plan terminates on April 29, 2030, unless earlier determined by the Board.
  • · The counting method for full value awards (restricted stock, RSUs, performance shares, etc.) changed from 1.6 shares per award to 1.72 shares per award for grants on or after June 18, 2026.
  • · Stock options and SARs have a minimum three-year restriction period, with vesting not occurring within one year of grant, except for up to 5% of authorized shares that may be granted without regard to this condition.
  • · The maximum aggregate number of shares that may be granted in any calendar year to any one non-director participant is 1,000,000.
  • · Director compensation is capped at $750,000 total value in any 12-month period, with exceptions for the Chair or presiding director.
Carter Bankshares, Inc. 8-K neutral materiality 4/10

24-06-2026

On June 18, 2026, Carter Bankshares, Inc. and its subsidiary Carter Bank & Trust entered into amended and restated employment agreements with CEO Litz H. Van Dyke, President Bradford N. Langs, CFO Wendy S. Bell, and COO Matthew M. Speare, and an amended change of control agreement with Chief Credit Officer Tony E. Kallsen. The amendments update base salaries, expand clawback provisions, remove tax gross-ups on auto allowances, and revise termination and noncompetition provisions to comply with new Virginia law effective July 1, 2026. No financial figures or performance metrics were disclosed in this filing.

  • · The clawback provision was expanded to include all applicable requirements under law, regulation, or securities exchange listing standard and Company policies.
  • · The gross-up provision covering taxes on automobile allowance was removed.
  • · The definition of 'Cause' was clarified to include breach of duty of loyalty and narrowed to require 'willful' action for failure to perform duties or follow instructions.
  • · Termination and severance provisions were updated to comply with a new Virginia law impacting noncompetition provisions beginning July 1, 2026, including addition of one month of severance for certain terminations.
  • · The provision for full payout upon a Change of Control under IRC Section 409A was removed from the Employment Agreements.
PRECIGEN, INC. 8-K positive materiality 5/10

24-06-2026

Precigen, Inc. held its Annual Meeting of Stockholders on June 18, 2026, where all director nominees were elected for one-year terms, Deloitte & Touche LLP was ratified as independent auditor for FY 2026, the non-binding advisory vote on executive compensation was approved, and stockholders approved an amendment to the 2023 Omnibus Incentive Plan to increase shares available by 7 million. All proposals passed with strong support, though director Vinita Gupta received the lowest 'For' vote percentage among nominees.

  • · Vinita Gupta received the lowest 'For' percentage among director nominees (153,104,242 For vs. 57,856,824 Against).
  • · Helen Sabzevari received the highest 'For' tally (210,626,763) with only 1,532,092 Against.
  • · Ratification of Deloitte & Touche LLP as auditor passed with 272,813,907 For votes, 253,969 Against.
  • · The advisory vote on executive compensation received 208,241,739 For, 2,790,879 Against.
  • · 2023 Plan Amendment No. 3 (increase of 7 million shares) was approved with 207,056,264 For, 4,996,260 Against.

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