Tenaya Therapeutics, Inc. 8-K

What Happened

• Tenaya Therapeutics (TNYA) announced that its stockholders approved an amended and restated 2021 Equity Incentive Plan (effective May 27, 2026) at the company’s annual meeting. The amendment includes a one‑time increase of approximately 3% of outstanding shares (6,509,966 shares), a change to the annual “evergreen” provision (removing a 4 million share cap while keeping the annual increase at 4% of outstanding shares), and a limit on the number of shares that can be issued as incentive stock options.
• At the May 27, 2026 annual meeting the company also elected three Class II directors — Amy Burroughs, Karah Parschauer and Catherine Stehman‑Breen — to serve until the 2029 annual meeting, and stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026.

Key Details

• A&R 2021 Equity Incentive Plan: one‑time increase of ~6,509,966 shares (~3% of outstanding) and removal of the 4,000,000‑share annual cap; annual increase remains 4% of outstanding shares.
• Plan vote: For 67,356,607; Against 20,575,701; Abstain 2,356,444; Broker non‑votes 48,606,132.
• Director elections (For votes): Amy Burroughs 87,345,171; Karah Parschauer 86,234,879; Catherine Stehman‑Breen 87,110,660. Each elected to serve through 2029.
• Auditor ratification vote: Deloitte & Touche LLP ratified — For 135,650,321; Against 2,023,657; Abstain 1,220,906.

Why It Matters

• Dilution and compensation: The one‑time 3% share increase plus an evergreen provision that delivers 4% of outstanding shares annually can increase the company’s share count over time, which is relevant to existing shareholders because it can dilute ownership and earnings per share. The plan also limits incentive stock options, which affects how future equity awards may be structured.
• Governance and continuity: Re‑electing the three Class II directors and ratifying the auditor maintain leadership and auditing continuity, reducing governance uncertainty for investors.
• Documentation: The full text of the amended and restated plan is filed as Exhibit 10.1 to the 8‑K and the plan description is summarized in the company’s definitive proxy statement filed April 16, 2026.