Anika Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Sixth Amendment and Restatement of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan
On April 26, 2026, the board of directors, or the Board, of Anika Therapeutics, Inc., or the Company, adopted and approved, subject to stockholder approval, a sixth amendment and restatement of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan as previously amended, or the 2017 Plan, and on June 8, 2026, the Board adopted and approved, subject to stockholder approval, a revised sixth amendment and restatement of the 2017 Plan, or the Revised Seventh Amended Plan, all as described in the Company’s definitive proxy statement, or the Proxy Statement, for the Company's 2026 Annual Meeting of Stockholders, or the Annual Meeting, as filed with the Securities and Exchange Commission, or SEC, on April 28, 2026, and as first supplemented on June 1, 2026, or the First Supplement, and as further supplemented on June 8, 2026, or the Second Supplement.
As described in the Proxy Statement as supplemented by the First Supplement and Second Supplement, the Revised Seventh Amended Plan, as approved by the Company’s stockholders at the Annual Meeting as described under Item 5.07 below, increases the number of shares of common stock reserved under the Revised Seventh Amended Plan by 350,000 shares, from 5,760,000 to 6,110,000 shares. Additionally, all 6,110,000 shares authorized under the Revised Seventh Amended Plan may be granted as incentive stock options in accordance with Section 422 of the Internal Revenue Code of 1986. No other provisions of the 2017 Plan were amended in the Revised Seventh Amended Plan.
A summary of the principal features of the Revised Seventh Amended Plan is included in the Proxy Statement, as supplemented by the First Supplement and the Second Supplement. The foregoing description is qualified in its entirety by reference to the full text of the Revised Seventh Amended Plan, a copy of which is filed as exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Amendment of the Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan
On April 26, 2026, the Board adopted and approved, subject to stockholder approval, an amendment to the Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan, or the ESPP, to increase the number of shares of common stock reserved for issuance thereunder by 200,000 shares, from 200,000 to 400,000 shares, or the ESPP Amendment. Stockholders approved the ESPP Amendment at the Annual Meeting as described under Item 5.07 below. No other provisions of the ESPP were amended by the ESPP Amendment.
A summary of the principal features of the ESPP, as amended, is included in the Proxy Statement. The foregoing description is qualified in its entirety by reference to the full text of the ESPP, as amended, a copy of which is filed as exhibit 10.2 to this Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on June 18, 2026. The Board solicited proxies for the Annual Meeting pursuant to the Proxy Statement, as supplemented by the First Supplement and the Second Supplement. There was no solicitation in opposition to the Board’s solicitation. The number of shares of the Company’s common stock, $0.01 par value per share, entitled to vote at the Annual Meeting was 13,305,624. A total of 11,195,667 shares of common stock were present in person or by proxy at the Annual Meeting, representing 84.14% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote with respect to each matter submitted to a vote at the Annual Meeting, and the voting results reported below are final.
The matters considered and voted on by the stockholders at the Annual Meeting and the votes of the stockholders were as follows:
PROPOSAL 1
Stockholders voted as follows with respect to election of each of the director nominees identified in the Proxy Statement:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Gary P. Fischetti | 9,248,053 | 117,967 | 27,781 | 1,801,866 | ||||
| John B. Henneman, III | 8,829,035 | 536,988 | 27,778 | 1,801,866 | ||||
| Stephen D. Griffin | 9,309,707 | 56,276 | 27,818 | 1,801,866 |
As a result of this vote, Mr. Fischetti, Mr. Henneman and Mr. Griffin were elected as Class III directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal.
PROPOSAL 2
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders voted as follows with respect to this ratification proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,136,590 | 24,966 | 34,111 | 0 |
PROPOSAL 3
Stockholders voted, on a non-binding, advisory basis, to approve the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement. Stockholders voted as follows with respect to this proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 8,268,676 | 1,093,946 | 31,179 | 1,801,866 |
PROPOSAL 4
Stockholders approved the Revised Seventh Amended Plan, increasing the number of shares of common stock reserved thereunder from 5,760,000 to 6,110,000. Stockholders voted as follows with respect to this proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 8,013,994 | 1,347,970 | 31,837 | 1,801,866 |
PROPOSAL 5
Stockholders approved the amendment of the ESPP, increasing the number of shares of common stock reserved thereunder from 200,000 to 400,000. Stockholders voted as follows with respect to this proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,110,892 | 257,394 | 25,515 | 1,801,866 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1† | Anika Therapeutics, Inc. Seventh Amended and Restated 2017 Omnibus Incentive Plan (as so amended and restated effective June 18, 2026) | |
| 10.2† | Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan (as so amended effective June 18, 2026) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Anika Therapeutics, Inc. | ||
| Date: June 23, 2026 | By: | /s/ Stephen D. Griffin |
| Stephen D. Griffin | ||
| President and Chief Executive Officer | ||