Rafael Holdings, Inc. 8-K

What Happened
Rafael Holdings, Inc. held its Annual Meeting of Stockholders on January 8, 2026 and filed the related Form 8-K on January 12, 2026 reporting the voting outcomes. All board nominees named in the proxy were elected to one-year terms. The stockholders also ratified the appointment of CohnReznick LLP as the company’s independent registered public accounting firm for the fiscal year ending July 31, 2026, and approved an amendment to the 2021 Equity Incentive Plan to add 1,000,000 shares of Class B common stock available for awards.

Key Details

• Directors elected (votes For / Against / Abstentions / Broker Non-Vote / % Votes For):
  • Susan Y. Bernstein: 5,301,437 / 23,239 / 862 / 792,079 — 86.66%
  • Alan Grayson: 5,304,083 / 20,540 / 915 / 792,079 — 86.70%
  • Howard S. Jonas: 5,268,431 / 56,255 / 852 / 792,079 — 86.12%
  • Markus W. Sieger: 5,304,107 / 20,557 / 874 / 792,079 — 86.70%
  • Mark N. Stein: 5,266,080 / 58,593 / 865 / 792,079 — 86.08%
  • Michael J. Weiss: 5,183,355 / 141,318 / 865 / 792,079 — 84.73%
• Auditor ratification: CohnReznick LLP ratified — 6,064,445 For, 39,412 Against, 13,760 Abstentions (99.13% For).
• Equity plan amendment: Approved to increase 2021 Equity Incentive Plan by 1,000,000 Class B shares — 5,037,413 For, 286,773 Against, 1,352 Abstentions (82.34% For). Broker non-votes totaled 792,079 on non-routine items.

Why It Matters
The results confirm the company’s leadership team for another year and maintain continuity with its auditor. Approval of the equity plan increase provides the company additional shares to grant awards to executives, directors or employees — a potential source of future dilution that investors should monitor. High broker non-votes on director and equity-plan matters indicate a portion of shares held by brokers/institutions did not vote on those items, which can affect vote totals for non-routine proposals.