ELUTIA INC. 8-K

What Happened

• Elutia Inc. filed an 8‑K on June 16, 2026 reporting results of its June 11, 2026 annual meeting and that stockholders approved a First Amendment (Amendment Date April 22, 2026) to the Amended and Restated 2020 Incentive Award Plan. The amendment adds 3,000,000 shares, extends the plan’s annual share increase through January 1, 2036, and extends the plan termination to the tenth anniversary of the Amendment Date.
• At the meeting, two Class III directors were elected (David Colpman and Kevin Rakin) and PricewaterhouseCoopers LLP was ratified as the company’s independent registered public accounting firm.

Key Details

• Shares represented: 34,041,545 Class A shares present or by proxy (≈77.0% of Class A outstanding as of April 17, 2026).
• 2020 Plan amendment vote: FOR 22,421,769; AGAINST 3,540,699; ABSTAIN 1,130,851; Broker non‑votes 6,948,226.
• Director votes: David Colpman — FOR 25,384,500; WITHHELD 1,708,821; Broker non‑votes 6,948,224. Kevin Rakin — FOR 26,902,953; WITHHELD 190,368; Broker non‑votes 6,948,224.
• Advisory votes: Say‑on‑pay FOR 25,617,864; advisory frequency recommended “Every 1 Year” with 20,932,402 votes.

Why It Matters

• The approved 3,000,000‑share increase and extended share‑increase/term provisions expand the pool of equity awards available to management and employees. If those awards are granted and vested, they can dilute existing shareholders’ ownership.
• Board continuity and auditor ratification reduce near‑term governance uncertainty. The annual advisory vote on executive compensation will continue, per the shareholder recommendation.