Virgin Galactic Holdings, Inc 8-K

What Happened
Virgin Galactic Holdings, Inc. filed an 8-K reporting the results of its June 11, 2026 Annual Meeting. Stockholders approved the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the "Fourth A&R Plan"), which the Board adopted April 14, 2026 and which became effective upon shareholder approval. The filing also reports vote results for director elections, ratification of Ernst & Young LLP as auditor, an advisory "say-on-pay" vote, and the advisory vote on frequency of future compensation votes.

Key Details

• Fourth A&R Plan: increases shares reserved by 9,450,000 to a total of 17,120,437 shares available for issuance; up to 17,120,437 shares may be granted as incentive stock options; awards may be granted through June 11, 2036 (incentive stock options may not be granted after April 14, 2036).
• Vote on Plan (Proposal 4): 9,270,078 FOR, 1,757,066 AGAINST, 206,149 ABSTAIN; 33,317,785 broker non-votes.
• Director elections (Proposal 1): vote tallies reported for each nominee (examples: Raymond Mabus, Jr. 10,547,129 FOR / 686,169 WITHHELD; Diana Strandberg 8,968,272 FOR / 2,265,027 WITHHELD); broker non-votes totaled ~33.3M.
• Other proposals: Ernst & Young ratified as auditor (43,076,193 FOR); advisory "say-on-pay" (Proposal 3) — 7,369,092 FOR, 3,620,695 AGAINST; advisory vote on frequency (Proposal 5) — plurality supported annual votes (10,161,566 for one year), and the Company intends to hold advisory votes on executive compensation every year.

Why It Matters
Approval of the Fourth A&R Plan increases the equity available for employee and director compensation, which can affect future dilution and is a key part of how the company pays and incentivizes employees and executives. The reported vote counts provide transparency on shareholder support for governance matters — including director re-elections, executive pay, and auditor ratification — information investors use to gauge shareholder sentiment and governance risk.