Trevi Therapeutics, Inc. 8-K

What Happened

• Trevi Therapeutics, Inc. (TRVI) filed an 8-K reporting results of its June 3, 2026 Annual Meeting. Stockholders approved an amendment to the company’s Amended and Restated 2019 Stock Incentive Plan (A&R 2019 Plan) to increase the pool by 8,000,000 shares and to modify plan terms (including limits on non-employee director compensation, prohibition of liberal share recycling, and dividend/dividend-equivalent vesting rules).
• At the same meeting the company’s certificate of incorporation was amended to increase authorized common shares from 200,000,000 to 400,000,000, effective June 3, 2026. Also, Michael Heffernan was elected as a Class I director, Ernst & Young LLP was ratified as auditor, and advisory approval of named executive officer compensation was received.

Key Details

• A&R 2019 Plan: increase of 8,000,000 shares approved; changes include limits on non-employee director pay, no re‑use of surrendered shares for future grants, and dividend-equivalents subject to award vesting/forfeiture.
• Authorized shares: Certificate of Amendment filed June 3, 2026 raising authorized common stock from 200,000,000 to 400,000,000.
• Director election vote: Michael Heffernan elected — For: 81,567,765; Withheld: 18,635,726; Broker non-votes: 14,140,404.
• Other votes: Auditor ratification — For: 114,001,970; Executive compensation (advisory) — For: 98,119,461; A&R 2019 Plan — For: 98,140,470; Authorized-share amendment — For: 110,453,620.

Why It Matters

• The additional 8 million shares in the incentive plan and the doubled authorized share cap give Trevi greater flexibility to grant equity awards and to issue shares for financing or strategic needs, which can support hiring, retention, or capital raises. These actions also increase the potential for future share dilution for existing holders.
• Plan rule changes (no liberal share recycling and dividend-equivalents tied to vesting) tighten how shares and dividends are reused, which may modestly limit dilution compared with plans that permit liberal recycling.
• Governance updates (new director election and auditor ratification) complete the company’s board and audit oversight decisions disclosed at the annual meeting. The filing did not report financial results or changes to executive officers.