AIRWA INC. 8-K

What Happened AiRWA Inc. held its 2026 annual meeting virtually on April 22, 2026 (record date Feb 23, 2026). Of 42,142,432 shares outstanding, 19,689,058 shares were represented, constituting a quorum. Stockholders elected five directors (Thomas Tarala, Hongyu Zhou, Chenlong Liu, Hai Bin Cui, Bini Zhu), ratified Enrome LLP as the independent auditor, approved an amendment to the 2026 Share Incentive Plan, authorized one or more reverse stock splits (1-for-40 to 1-for-800) to be set by the Board, and approved advisory votes on executive compensation (say-on-pay) and a triennial frequency for future say-on-pay votes.

Key Details

• Shares outstanding (record date): 42,142,432; shares represented at meeting: 19,689,058.
• Director election vote totals (For / Withheld): Tarala 19,186,161 / 502,897; Zhou 19,051,797 / 637,261; Liu 19,118,539 / 570,519; Cui 19,140,886 / 548,172; Zhu 19,213,613 / 475,445.
• Auditor ratified: Enrome LLP (For 19,259,173; Against 182,653; Abstain 247,232).
• 2026 Plan amendment approved to increase available shares to 3,500,000 and add an “evergreen” annual increase through 2030 equal to up to 8% of outstanding common stock (For 18,117,448; Against 1,497,747; Abstain 73,863).
• Reverse stock split authorization approved allowing Board to implement one or more splits at ratios from 1-for-40 to 1-for-800 over the next two years (For 18,231,409; Against 1,448,915; Abstain 8,734).
• Say-on-pay advisory approval (For 18,684,202; Against 872,868; Abstain 131,988); stockholders chose a 3-year frequency for future advisory votes (3 Years: 18,056,979).

Why It Matters These votes preserve the current Board and auditor, which maintains continuity in governance and financial oversight. The amended incentive plan and evergreen provision increase the pool of shares available for grants, which can dilute existing shareholders over time but also support management compensation and employee incentives. The reverse split authorization gives the Board flexibility to consolidate shares (which can affect share price and float) but does not change outstanding shares until implemented. The approved say-on-pay and triennial frequency signal shareholder support for executive compensation as presented at the meeting.