InfuSystem Holdings, Inc 8-K

What Happened

• InfuSystem Holdings, Inc. filed an 8-K on May 12, 2026 reporting results from its 2026 Annual Meeting held May 11, 2026. Stockholders re-elected all seven board nominees and approved a Third Amendment to the 2021 Equity Incentive Plan to increase the maximum shares reserved for issuance to 7,000,000 shares. Stockholders also approved the company’s advisory “say-on-pay” vote and ratified Grant Thornton LLP as the Company’s independent registered public accounting firm.

Key Details

• Board elections: All seven nominees were elected. Vote tallies (For / Against / Abstain / Broker non-votes):
  • Kenneth D. Eichenbaum, MD, MSE: 11,921,195 / 827,929 / 321,555 / 3,728,285
  • Paul A. Gendron: 12,614,275 / 276,474 / 179,930 / 3,728,285
  • Ronald Hundzinksi: 12,368,646 / 611,294 / 90,739 / 3,728,285
  • Beverly A. Huss: 11,890,777 / 847,243 / 332,659 / 3,728,285
  • Carrie Lachance: 12,920,694 / 65,053 / 84,932 / 3,728,285
  • Scott Shuda: 11,914,592 / 834,532 / 321,555 / 3,728,285
  • John J. Sviokla, PhD: 12,227,773 / 521,341 / 321,565 / 3,728,285
• Equity plan amendment: Stockholders approved the Third Amendment to the InfuSystem 2021 Equity Incentive Plan, increasing authorized shares under the plan to 7,000,000 shares. The plan permits awards such as options, restricted stock, RSUs, performance shares and cash awards and is administered by the Compensation Committee.
• Other votes: Advisory approval of executive compensation passed (For: 11,915,842; Against: 1,071,346; Abstain: 83,491; Broker non-votes: 3,728,285). Grant Thornton LLP was ratified as independent auditor (stockholder ratification vote totaled a large majority in favor).

Why It Matters

• The approved increase to the 2021 Equity Incentive Plan authorizes additional shares for stock-based compensation, which can dilute existing holders over time as awards are granted; investors should watch future disclosures of equity grants and potential dilution. Re-election of the full slate of directors maintains board continuity and governance stability. Ratification of the auditor ensures continuity in financial statement audits. The company filed the amendment (Exhibit 10.1) with the 8-K and the report was signed by CFO Barry Steele on May 12, 2026.