Alto Ingredients, Inc. 8-K

What Happened

• Alto Ingredients, Inc. announced results of its Annual Meeting held June 23, 2026. Stockholders elected five directors (Gilbert E. Nathan, Bryon T. McGregor, Dianne S. Nury, Maria G. Gray and Alan R. Tank) and approved the company's 2026 Omnibus Incentive Plan. The meeting also included a say-on-pay vote and ratification of independent auditors.
• The 2026 Omnibus Incentive Plan, previously approved by the Board subject to shareholder approval, authorizes up to 7,000,000 shares for equity and equity-based awards (options, stock appreciation rights, restricted stock, RSUs, performance awards and cash-based awards) and will remain in effect until June 23, 2036 unless earlier terminated. The plan is administered by the Board’s Compensation Committee.

Key Details

• Annual Meeting date: June 23, 2026.
• Director election vote totals (For / Withheld / Broker Non-Votes):
  • Gilbert E. Nathan: 26,688,075 / 849,186 / 20,929,947
  • Bryon T. McGregor: 29,943,055 / 594,206 / 20,929,947
  • Dianne S. Nury: 26,447,652 / 1,089,609 / 20,929,947
  • Maria G. Gray: 26,447,918 / 1,089,343 / 20,929,947
  • Alan R. Tank: 26,601,086 / 936,175 / 20,929,947
• Say-on-pay (approval of 2025 executive compensation): For 25,740,806 / Against 1,044,080 / Abstain 752,375 / Broker Non-Votes 20,929,947.
• Approval of 2026 Omnibus Incentive Plan: For 25,660,172 / Against 1,406,965 / Abstain 470,124 / Broker Non-Votes 20,929,947.
• Ratification of auditor (RSM US LLP): For 47,300,626 / Against 1,027,058 / Abstain 139,524.

Why It Matters

• Approval of the 2026 Omnibus Incentive Plan creates a pool of up to 7,000,000 shares for equity awards to executives, directors and employees, which could affect dilution and executive compensation structure over time. The plan gives the Compensation Committee discretion to set award terms and performance goals.
• Re-election of the five directors maintains board continuity; vote totals show strong support for the slate but note meaningful broker non-votes from held shares.
• Ratification of RSM US LLP keeps the company’s independent auditor in place for 2026, maintaining continuity in financial oversight.

Document references: the full 2026 Plan is filed as Exhibit 10.1 to the Form 8-K and was described in the company’s proxy statement filed April 30, 2026.