Amendment: Innventure Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
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Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by Innventure, Inc. (the “Company”) with the Securities and Exchange Commission on June 18, 2026 (the “Original Form 8-K”), solely to correct an inadvertent error in the disclosure under Item 5.07 of the Original Form 8-K. The Original Form 8-K reported voting results for John Hewitt in Proposal 1 instead of James O. Donnally. This Amendment No. 1 corrects the name of the director nominee from John Hewitt to James O. Donnally. The voting results reported in the Original Form 8-K are otherwise unchanged. Except as set forth herein, no other changes are being made to the Original Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2026, the Company held its Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the close of business on April 20, 2026, the record date for the 2026 Annual Meeting, there were (i) 82,094,894 shares of Common Stock issued and outstanding, each share entitled to one vote, (ii) 35,792 shares of Series B Preferred Stock, par value of $0.0001 per share (the “Series B Preferred Stock”), issued and outstanding, each share of Series B Preferred Stock entitled to 0.97 votes, and (iii) 159,270 shares of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), issued and outstanding, each share of Series C Preferred Stock entitled to 1.3 votes, constituting all outstanding voting securities of the Company entitled to vote at the 2026 Annual Meeting.
At the 2026 Annual Meeting, the holders of shares of the Company’s Common Stock, Series B Preferred Stock, and Series C Preferred Stock, representing 53,906,796 votes in aggregate, were present in person or by proxy, constituting a quorum. A description of each matter voted upon at the 2026 Annual Meeting is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the U.S. Securities and Exchange Commission on April 30, 2026. The final votes on the proposals presented at the 2026 Annual Meeting are set forth below.
Proposal 1: To elect three nominees to serve as Class II directors for a three-year term expiring at the 2029 annual meeting of stockholders. Each of the nominees listed below has been elected to serve as a Class II director on the Company’s board of directors for a three-year term expiring at the 2029 annual meeting of stockholders or until their respective successors are elected and qualify. The voting results were as follows:
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
Bruce Brown | 31,623,445 | 3,658,598 | 18,624,753 | |||||||||||||||||
James O. Donnally | 32,998,141 | 2,293,902 | 18,624,753 | |||||||||||||||||
Catriona Fallon | 35,074,494 | 207,549 | 18,624,753 | |||||||||||||||||
Proposal 2: To ratify the appointment of Withum Smith+Brown, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification was approved by vote of stockholders as follows:
Votes For | Votes Against | Abstentions | ||||||||||||
53,604,019 | 50,044 | 252,733 | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INNVENTURE, INC. | |||||||||||
Date: June 22, 2026 | By: | /s/ David Yablunosky | |||||||||
Name: | David Yablunosky | ||||||||||
Title: | Chief Financial Officer | ||||||||||