VirnetX Holding Corp 8-K

What Happened
VirnetX Holding Corporation announced results of its June 11, 2026 annual meeting of stockholders. Stockholders approved an amendment to the Amended and Restated 2013 Equity Incentive Plan to add 1,000,000 shares to the plan’s reserve. The meeting also included the election of two Class I directors and ratification of the company’s independent auditor.

Key Details

• Meeting date and quorum: June 11, 2026; 2,639,678 shares present (63.06% of voting power), constituting a quorum.
• Equity plan amendment: Approved increase of 1,000,000 shares to the 2013 Equity Incentive Plan; amended plan filed as Exhibit 10.1 to the 8-K.
• Director elections (to serve until 2029):
  • Kendall Larsen — For: 1,229,553; Withheld: 45,508; Broker non-votes: 1,364,617.
  • Gary W. Feiner — For: 1,137,272; Withheld: 137,789; Broker non-votes: 1,364,617.
• Other votes: Auditor ratified (Farber Hass Hurley LLP) — For: 2,486,962; Against: 140,839; Abstentions: 11,877. Advisory approval of executive compensation — For: 1,177,363; Against: 93,643; Abstentions: 4,055; Broker non-votes: 1,364,617. Vote on the equity plan amendment — For: 1,014,822; Against: 254,814; Abstentions: 5,425; Broker non-votes: 1,364,617.

Why It Matters
Approval of the 1,000,000‑share increase gives VirnetX more shares to grant under its equity incentive program, which the company can use for employee and executive awards. That can affect potential dilution for existing shareholders over time and is a key governance action investors watch. The meeting also confirmed the board slate and the auditor, and produced an advisory "say-on-pay" vote result — all routine corporate governance outcomes investors use to gauge shareholder support for management.