OCULAR THERAPEUTIX, INC 8-K

What Happened

• On June 10, 2026, Ocular Therapeutix, Inc. held its 2026 Annual Meeting and filed an 8-K reporting the results. Stockholders approved Amendment No. 5 to the 2021 Stock Incentive Plan to add 10,000,000 shares, elected Class III directors Pravin U. Dugel, M.D. and Merilee Raines, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved non-binding advisory votes on executive compensation (say-on-pay) and its frequency. The Board also appointed Jason Robins — previously interim CFO since January 20, 2026 — as Chief Financial Officer effective June 10, 2026.

Key Details

• Amendment No. 5: approved to increase shares available under the 2021 Stock Incentive Plan by 10,000,000 shares (vote: 150,723,228 For; 5,688,862 Against; 664,252 Abstain; 32,446,509 broker non-votes).
• CFO appointment and compensation: Jason Robins named CFO; base salary increased to $535,100 effective July 1, 2026; target annual cash bonus set at 45% of base salary (Board discretion).
• Equity grants to Robins (Grant Date June 10, 2026): stock option for 14,024 shares (exercise price = Nasdaq closing price on grant date) vesting monthly over 4 years; RSU award for 15,441 shares vesting yearly over 3 years.
• Other meeting votes: directors Dugel and Raines elected (vote counts provided in filing); say-on-pay advisory approved (For: 116,101,559; Against: 40,115,637; Abstain: 859,146; broker non-votes: 32,446,509); shareholders chose annual frequency for future say-on-pay votes (One Year: 154,178,013). PwC ratified as auditor for 2026 (For: 187,152,838).

Why It Matters

• The 10 million share increase expands the pool for stock-based compensation, which can dilute existing shareholders and increase future equity-based compensation expense — important for investors tracking share count and dilution.
• Naming a permanent CFO with disclosed pay and equity awards reduces management transition uncertainty and clarifies near-term executive compensation expense.
• Say-on-pay passed but with substantial opposition; investors may monitor executive pay and governance developments going forward.