EBR Systems, Inc. 8-K

What Happened

• EBR Systems, Inc. (EBRCZ) filed an 8‑K reporting results of its virtual Annual Meeting held May 6, 2026 (Pacific time). Stockholders re-elected two Class II directors and approved the automatic addition of 18,010,366 shares to the 2021 Equity Incentive Plan and several officer/director option grants.
• Director election results: John McCutcheon was re-elected with 219,279,816 votes for and 2,140,682 withheld; Bronwyn Evans, Ph.D., was re-elected with 219,339,937 for and 2,080,561 withheld.
• Stockholders approved Option grants under the 2021 Plan for executives and nominated holdings, including an option award to John McCutcheon equal in value to US$716,154 and awards (each valued at US$130,000 or US$160,000 at grant) for other named individuals. These grants and the share increase were approved pursuant to applicable ASX listing rules as disclosed in the Company’s Proxy Statement (filed March 25, 2026).

Key Details

• Share increase under 2021 Plan (via evergreen): 18,010,366 shares approved. Vote: For 166,610,416; Against 12,056,707; Abstain 525,446; Uncast 42,227,929 (shares not cast due to ASX voting exclusions).
• Director elections (Class II): John McCutcheon — For 219,279,816; Withhold 2,140,682. Bronwyn Evans — For 219,339,937; Withhold 2,080,561.
• Option grants approved (examples and vote totals, each showing significant For majorities):
  • John McCutcheon: options equal to US$716,154. Vote: For 175,654,250; Against 3,273,635; Abstain 264,684; Uncast 42,227,929.
  • Allan Will: options equal to US$160,000. Vote: For 175,581,950; Against 3,345,935; Abstain 264,684; Uncast 42,227,929.
  • Several other grants (Karen Drexler, Trevor Moody, David Steinhaus, Bronwyn Evans’ nominated holding, Chris Nave’s nominated entity) each approved with For votes ≈175.6M and similar Against/Abstain counts; Uncast 42,227,929 for each.
• Meeting format: virtual via live webcast; no other matters were voted on.

Why It Matters

• The approvals increase the pool of shares available for employee and director equity awards and authorize specific option grants. That can be dilutive over time as awards are exercised, so investors tracking share count and potential dilution should note the 18,010,366-share increase and multiple option awards.
• Re-election of the two directors maintains board continuity. The strong For votes on the equity matters indicate majority shareholder support, though a meaningful block of shares (42,227,929) was categorized as uncast due to ASX voting rules and exclusions, which affects the vote totals reported.