Aldeyra Therapeutics, Inc. 8-K

What Happened
Aldeyra Therapeutics (ALDX) filed an 8-K on June 10, 2026 disclosing that on June 9, 2026 the Board appointed Darlene Deptula-Hicks as a Class III director and Chair of the Board’s Audit Committee, with her initial term expiring at the 2029 annual meeting. The Board determined Ms. Deptula-Hicks is independent, qualifies as an audit committee financial expert under SEC rules, and meets Nasdaq’s financial sophistication requirement. The company also furnished a press release announcing the appointment.

Key Details

• Appointment date: June 9, 2026; term expires at 2029 annual meeting.
• Compensation for Ms. Deptula-Hicks: one-time non‑statutory option to buy 94,313 shares (exercise price = closing Nasdaq price on June 9, 2026), vesting ratably over 3 years; annual cash fee $40,000 for board service + $7,500 as Audit Committee Chair; eligible for annual option awards (~$130,000 for director service and ~$15,000 for Audit Chair) that vest in full after one year.
• Indemnification: Ms. Deptula-Hicks will enter the company’s standard director/executive officer indemnification agreement.
• 2026 Annual Meeting results (June 9, 2026): quorum present (44,271,484 shares, ~73.4%). Shareholder votes included election of Todd C. Brady, M.D., Ph.D. as Class III director (23,026,101 for; 1,081,762 withheld; 20,038,067 broker non-votes), ratification of BDO USA, P.C. as auditor (43,693,772 for; 321,501 against; 130,657 abstain), and approval of the company’s executive compensation on an advisory basis (19,477,504 for; 4,543,221 against; 87,138 abstain; 20,038,067 broker non-votes).

Why It Matters
For investors, the appointment strengthens Aldeyra’s financial oversight: the new Audit Committee Chair is designated an audit committee financial expert and is independent under SEC/Nasdaq rules. The option awards and annual grants are standard non-employee director compensation but will add to potential share-based dilution (initial option = 94,313 shares plus future annual options). The annual meeting also confirmed the auditor (BDO) and passed the advisory say-on-pay vote, indicating shareholder support for current governance and compensation practices.