MILESTONE SCIENTIFIC INC. 8-K

What Happened
Milestone Scientific Inc. (MLSS) filed an 8-K reporting board changes and the results of its 2026 Annual Meeting. At a Board meeting on June 20, 2026 the Board elected Kelly Ulto and Greg Shilling as directors (they were not elected by shareholders at the annual meeting because the proxy had been mailed). The Board re-elected both to new one-year terms effective July 27, 2026, reaffirmed each as independent, named Ulto an “audit committee financial expert,” and appointed Ulto Chair of the Audit Committee and Shilling Chair of the Compensation Committee. At the 2026 Annual Meeting, shareholders elected five incumbent directors and approved key corporate governance and compensation proposals.

Key Details

• Directors elected by shareholders: Benedetta Casamento, Neal Goldman, Eric Hines, Dr. Didier Demesmin and Dr. Dawood Sayed (each to serve until the 2027 annual meeting). Director vote support ranged ~92%–98% in favor.
• Authorized common shares increased from 125,000,000 to 135,000,000 (Proposal approved with ~96.6% of votes cast in favor).
• Amended 2020 Equity Incentive Plan to increase shares available from 11,500,000 to 28,750,000 (approved with ~80.8% of votes cast in favor).
• Advisory “say-on-pay” approval of named executive officer compensation passed (~83.6% in favor).
• Ratified Grassi & Co. as independent auditors for fiscal 2026 (approved ~97.7% in favor).
• Meeting record: 88,449,412 shares outstanding at the record date; 44,335,594 shares represented (50.12% of outstanding), with 20,989,503 broker non-votes reported on several proposals.

Why It Matters
The Board appointments and committee assignments affect governance oversight—Kelly Ulto’s designation as an audit committee financial expert is relevant to financial oversight. The shareholder approvals increase the company’s authorized common shares and substantially expand the equity pool under the 2020 Equity Incentive Plan, which could enable more stock-based compensation and future issuances. Ratifying auditors and the advisory approval of executive pay are routine governance items but signal shareholder support for management and governance actions reported in this 8-K.