Synergy CHC Corp. 8-K

What Happened

• On June 29, 2026, Synergy CHC Corp. held its 2026 annual meeting and filed an 8-K announcing that shareholders approved an amendment to the Synergy CHC Corp. 2024 Equity Incentive Plan to increase the pool to 150,000,000 shares and to permit repricing of outstanding awards. The board had previously approved the amendment on April 17, 2026.
• At the meeting shareholders also re-elected five directors (Alfred Baumeler, Nitin Kaushal, Jack Ross, J. Paul SoRelle and Teresa Thompson), ratified RBSM LLP as the company’s auditor for fiscal 2026, approved full issuance of shares issuable upon exercise of the Lender Warrant for Nasdaq compliance, and approved authority for one or more reverse stock splits (aggregate cap 1-for-200).

Key Details

• Shareholder turnout: 9,808,119 votes represented (about 65%) of 14,899,883 shares outstanding as of the April 24, 2026 record date.
• 2024 Plan amendment: approved with 6,782,598 votes for, 860,297 against, 8,451 abstentions and 2,156,773 broker non-votes; increases available shares to 150,000,000 and permits repricing.
• Director elections: all five nominees re-elected (each received ~7.18M votes for; roughly 466K–476K withheld; 2,156,772 broker non-votes).
• Reverse split and Lender Warrant matters: reverse split authority approved (votes for 8,827,762 / against 969,208); full issuance for Lender Warrant approved (votes for 7,327,670 / against 301,715).

Why It Matters

• Increasing the equity plan pool to 150 million shares and allowing repricing gives management more flexibility to grant and adjust stock-based compensation, which can affect dilution for current shareholders.
• Approval of reverse stock-split authority (up to an aggregate 1-for-200) gives the board a tool to consolidate shares if needed (commonly used to meet listing requirements or increase per-share price); the board will decide timing and exact ratio if exercised.
• Ratification of the auditor and re-election of directors are routine governance matters that maintain continuity in oversight; the Lender Warrant issuance approval addresses Nasdaq listing-rule compliance.