Veru Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (305) 509-6897

 

Not Applicable

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Section 5 – Corporate Governance and Management

 

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

At the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of Veru Inc. (the "Company") held on March 12, 2026, the Company’s shareholders approved a proposal to amend the Veru Inc. 2018 Equity Incentive Plan (the "Equity Incentive Plan") to (1) increase the number of shares of the Company’s Common Stock authorized for issuance under the Equity Incentive Plan from 2,600,000 shares to 5,850,000 shares, (2) increase the annual limit on awards to participants other than non-employee directors from 100,000 shares to 750,000 shares, and (3) increase the annual limit on awards to non-employee directors from 10,000 shares to 120,000 shares. A copy of the Equity Incentive Plan, as amended, is attached hereto as Exhibit 10.1.

 

A summary description of the terms of the Equity Incentive Plan is set forth in the Company's definitive proxy statement (the "Proxy Statement") on Schedule 14A filed with the Securities and Exchange Commission on January 28, 2026. The section of the Proxy Statement entitled "Proposal 3: Approval of the Amendment to the 2018 Equity Incentive Plan" from pages 26 to 33 is incorporated herein by reference.

 

Item 5.07.         Submission of Matters to a Vote of Security Holders.

 

The Company held the Annual Meeting on March 12, 2026. A total of 16,050,320 shares of the Company’s common stock were eligible to vote at the Annual Meeting. The matters voted on at the Annual Meeting were as follows:

 

 

The following individuals were nominated for election to the Board of Directors for terms that expire at the next annual meeting of shareholders. All of the nominated directors were elected. The results of the vote on the election of directors were as follows:

 

 

 

The shareholders voted to ratify the appointment by the Company's Audit Committee of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2026.

 

 

 

The shareholders voted in favor of amending the Equity Incentive Plan.

 

 

 

 

The shareholders voted in favor of the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting.

 

 

 

The shareholders voted in favor of approving the adjournment of the Special Meeting if necessary or appropriate in the view of the Company’s Board of Directors, including to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals.

 

 

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.