RYTHM 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.
As reported below in Item 5.07, on June 16, 2026, the stockholders of RYTHM, Inc. (the “Company”) approved an amendment to the Company’s 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of Common Stock available for issuance thereunder by 115,000 shares (the “Plan Amendment”). The Plan Amendment was included as Proposal 3 in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). The 2022 Plan is described in more detail in the Proxy Statement.
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan, as amended by the Plan Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 16, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually, commencing at 3:00 p.m. Central Time. Of the Company’s 2,149,128 shares of common stock issued and outstanding and eligible to vote as of the record date of April 20, 2026, 1,560,696 shares, or approximately 72.61% of the eligible shares, were represented at the virtual Annual Meeting either in person or by proxy, constituting a quorum.
A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1 - Election of Directors
Each of the director nominees listed below were elected as directors for a one-year term, such term to continue until the annual meeting of stockholders in 2027 or until such directors’ successors are duly elected and qualified. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Benjamin Kovler | 1,031,260 | 416 | 529,020 | |||||||||
| Max Holtzman | 1,001,757 | 29,919 | 529,020 | |||||||||
| Timothy Mahoney | 1,017,673 | 14,003 | 529,020 | |||||||||
| Peter Shapiro | 1,031,262 | 414 | 529,020 | |||||||||
| Sanjay Tolia | 1,031,260 | 416 | 529,020 | |||||||||
| Armon Vakili | 1,031,261 | 415 | 529,020 | |||||||||
| Krishnan Varier | 1,017,598 | 14,078 | 529,020 | |||||||||
Proposal 2 - Ratification of Appointment of GuzmanGray
The appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results of the vote were as follows:
|
Votes For |
Votes Against |
Votes Abstained |
||
| 1,558,188 | 231 | 2,277 |
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Proposal 3 - Approval of Amendment to 2022 Omnibus Equity Incentive Plan
The amendment to the 2022 Plan to increase the number of shares of Common Stock available for issuance thereunder by 115,000 shares was approved. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 1,013,469 | 18,051 | 156 | 529,020 |
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | RYTHM, Inc. 2022 Omnibus Equity Incentive Plan, (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2026) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| RYTHM, INC. | ||
| Date: June 17, 2026 | By: | /s/ Brad Asher |
| Brad Asher | ||
| Chief Financial Officer | ||
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