VERU INC. 8-K

What Happened
Veru Inc. (VERU) filed an 8-K on March 13, 2026 reporting results of its March 12, 2026 Annual Meeting. Shareholders approved an amendment to the Veru Inc. 2018 Equity Incentive Plan to increase the pool of shares and raise annual award limits. The meeting also elected the company’s slate of directors, ratified Cherry Bekaert LLP as independent auditors for fiscal 2026, approved the advisory (non-binding) say-on-pay vote, and approved an adjournment proposal.

Key Details

• Equity Incentive Plan amendment approved: total authorized shares under the plan increased from 2,600,000 to 5,850,000. Annual award limits were raised from 100,000 to 750,000 shares for participants other than non-employee directors, and from 10,000 to 120,000 shares for non-employee directors.
• Voting participation and totals: 16,050,320 shares were eligible to vote. Example results — Amendment vote: For 4,743,572; Against 975,452; Abstentions 56,688; Broker non-votes 4,423,999.
• Director elections: All nominated directors were elected. Sample tallies: Mitchell S. Steiner (For 5,381,201 / Withheld 394,511 / Broker non-votes 4,423,999); Loren Katzovitz (For 5,498,489 / Withheld 277,223 / Broker non-votes 4,423,999).
• Auditor ratification and say-on-pay: Cherry Bekaert LLP ratified as auditors (For 10,040,215; Against 115,840; Abstain 43,656). Advisory vote on executive compensation passed (For 4,476,916; Against 735,523; Abstain 563,273).

Why It Matters

• The approved amendment materially increases the number of shares available for stock-based compensation and raises per-person annual award caps, which gives the company more flexibility to grant equity awards to employees and directors. That can affect potential future dilution for shareholders and is important to monitor in subsequent disclosures.
• Re-election of directors and auditor ratification maintain governance continuity. The affirmative say-on-pay vote indicates shareholder support for the company’s executive compensation disclosure as presented in the proxy.