HARVARD BIOSCIENCE INC 8-K

What Happened

• Harvard Bioscience, Inc. (HBIO) filed an 8‑K reporting results of its June 2, 2026 Annual Meeting. Stockholders approved amendments to the Amended and Restated 2021 Incentive Plan and to the Employee Stock Purchase Plan (ESPP), and elected two Class II directors.
• The incentive plan reserve was increased by 400,000 shares. As of December 31, 2025 there were 646,520 shares available; adding 400,000 shares yields a new reserve of 1,046,520 shares (subject to future adjustments per the plan).
• Directors elected for three‑year terms: John Duke (For: 1,800,288; Withheld: 28,703) and Katherine A. Eade (For: 1,680,982; Withheld: 148,009). The company also ratified Grant Thornton LLP as auditor and received an advisory "say on pay" approval.

Key Details

• Incentive plan increase: +400,000 shares (from 646,520 available as of 12/31/2025).
• Vote totals for the Amended and Restated 2021 Incentive Plan: For 1,131,261; Against 680,030; Abstain 17,700; Broker Non‑Votes 970,538 (≈61.9% of votes cast were in favor).
• ESPP amendment vote: For 1,705,565; Against 90,905; Abstain 32,521; Broker Non‑Votes 970,538 (≈93.3% of votes cast were in favor).
• Other votes: Auditor ratified (For 2,781,705; Against 13,975; Abstain 3,849). Advisory vote on executive compensation passed (For 1,768,695; Against 57,111; Abstain 3,185).

Why It Matters

• The approved increase to the incentive plan and ESPP expands the pool of shares available for employee and executive equity awards, which can help with retention and compensation programs but may increase potential dilution for existing shareholders.
• The incentive plan passed with a narrower margin (about 62% of votes cast in favor) compared with the ESPP amendment, indicating more shareholder opposition to the incentive plan increase than to the ESPP change.
• Election of two directors and ratification of the auditor complete the corporate governance items reported at the meeting; these results and the filed plan amendments (see company proxy and exhibits) are the formal records investors can review for details.