Azenta, Inc. 8-K

What Happened

• Azenta, Inc. (AZTA) filed an 8-K reporting the certified results of its annual meeting held January 28, 2026. Stockholders elected the company's director nominees, approved (by non-binding vote) the compensation of named executive officers, approved an amendment to the 2020 Equity Incentive Plan to add 2,750,000 shares, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026.
• Director vote totals (For / Withhold; broker non-votes: 2,380,543 for each nominee): Frank E. Casal 38,988,641 / 941,352; William L. Cornog 39,111,370 / 818,623; Robyn C. Davis 38,579,173 / 1,350,820; Dipal Doshi 32,984,474 / 6,945,519; Quentin Koffey 38,715,500 / 1,214,493; Martin Madaus 34,811,093 / 5,118,900; Alan J. Malus 39,103,541 / 826,452; John P. Marotta 39,115,819 / 814,174; Erica J. McLaughlin 39,543,956 / 386,037; Tina S. Nova 32,810,907 / 7,119,086.
• Other vote results: say-on-pay (non-binding) — For 38,413,005; Against 1,479,264; Abstain 37,724; Broker non-votes 2,380,543. Equity plan amendment to add 2,750,000 shares — For 38,069,842; Against 1,829,175; Abstain 30,976; Broker non-votes 2,380,543. Ratification of PwC as auditor — For 42,222,109; Against 71,760; Abstain 16,667.

Key Details

• Annual meeting date: January 28, 2026 (results reported on 8-K filed Jan 29, 2026).
• Equity plan: Amendment approved to increase shares reserved under the 2020 Equity Incentive Plan by 2,750,000 shares.
• Say-on-pay: Non-binding advisory approval with ~38.4 million votes in favor and ~1.48 million against.
• Auditor: PricewaterhouseCoopers LLP ratified for fiscal year 2026 (large majority).

Why It Matters

• Board continuity: All nominated directors were elected, preserving current leadership and governance direction. Vote tallies show stronger opposition/withholds for a few nominees, which investors and the company may monitor going forward.
• Compensation and equity plan approvals: The non-binding approval of executive pay signals general shareholder support for Azenta’s compensation practices. The 2.75 million-share increase to the equity plan expands the pool available for grants, which can be used for employee incentives but may dilute existing shares over time.
• Auditor ratification: Re-appointment of PwC provides continuity in financial oversight and external audit coverage for fiscal 2026.

Keywords: annual meeting, directors elected, say-on-pay, equity incentive plan, share increase, auditor ratification, Azenta, 8-K.