Beyond Air, Inc. 8-K

What Happened
Beyond Air, Inc. announced the results of its 2026 Annual Meeting of Stockholders. As of the December 3, 2025 record date there were 8,009,488 shares outstanding; 4,221,408 shares (52.70%) were represented, constituting a quorum. Six director nominees were elected, WithumSmith+Brown, PC was ratified as the company’s independent auditor for fiscal 2026, and stockholders approved an amendment to the 2013 Equity Incentive Plan to add 850,000 shares.

Key Details

• Shares outstanding (record date): 8,009,488; shares represented/votes cast: 4,221,408 (52.70% quorum).
• Director election results (For / Withheld / Broker non-votes = 2,204,103):
  • Steven A. Lisi: 1,876,721 For; 140,584 Withheld
  • Robert S. Goodman: 1,900,828 For; 116,477 Withheld
  • Robert F. Carey: 1,889,919 For; 127,386 Withheld
  • Dr. William Forbes: 1,302,760 For; 714,545 Withheld
  • Yoori Lee: 1,259,067 For; 758,238 Withheld
  • Erick J. Lucera: 1,294,661 For; 722,644 Withheld
• Auditor ratification (Proposal 2): WithumSmith+Brown, PC ratified — For 4,086,430; Against 20,603; Abstain 114,375.
• Equity plan approval (Proposal 3): Eighth Amended & Restated 2013 Equity Incentive Plan approved to increase shares by 850,000 — For 1,119,142; Against 884,509; Abstain 13,654; Broker non-votes 2,204,103.
• Adjournment proposal (Proposal 4) received votes For 2,757,156; Against 1,431,611; Abstain 32,641, but adjournment was not necessary because Proposals 1–3 had sufficient votes.

Why It Matters

• Board continuity and governance: Six directors were elected, ensuring the board’s composition is set for the coming year. Vote tallies show varying levels of support across nominees, which investors may monitor for governance signals.
• Potential dilution: Approval of an additional 850,000 shares under the equity incentive plan increases the pool available for awards and may dilute existing shareholders if fully issued.
• Auditor continuity: Ratification of WithumSmith+Brown, PC maintains the company’s auditor for fiscal 2026, supporting continuity in financial reporting.
• Voting dynamics: Large broker non‑vote totals (2,204,103) affected outcomes for certain proposals; retail investors should note how unvoted shares can influence results.