STOCK TITAN

Abeona Therapeutics (ABEO) investors approve equity plan boost, keep director notice rule

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Abeona Therapeutics Inc. reported results of its annual stockholder meeting held virtually on June 12, 2026. Stockholders elected Keith A. Goldan and Bernhardt G. Zeiher, M.D. as Class 1 directors to serve until the 2029 annual meeting. They approved, on an advisory basis, the compensation of named executive officers and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders also approved increasing shares reserved for issuance under the 2023 Equity Incentive Plan from 8,400,000 to 11,500,000. A proposed amendment to remove the advance notice provision for director nominations from the certificate of incorporation received a majority of votes cast but did not obtain the required 66 2/3% of outstanding shares and therefore was not approved.

Positive

  • None.

Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Goldan votes for 28,305,958 votes Election of director Keith A. Goldan
Zeiher votes for 28,131,990 votes Election of director Bernhardt G. Zeiher, M.D.
Say-on-pay votes for 23,300,653 votes Advisory vote on compensation of named executive officers
Auditor ratification votes for 40,560,995 votes Ratification of Deloitte & Touche LLP as auditor for 2026
Equity plan reserve before 8,400,000 shares Previous reserve under 2023 Equity Incentive Plan
Equity plan reserve after 11,500,000 shares New reserve under 2023 Equity Incentive Plan
Advance notice amendment votes for 24,559,006 votes Proposal to remove advance notice provision for director nominations
Broker Non-Votes financial
"Broker Non-Votes | ------------------------------------------------------------------------------- | 23,300,653"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"An advisory vote to approve the compensation of the Company’s named executive officers was approved"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Equity Incentive Plan financial
"Second Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan from 8,400,000 to 11,500,000"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
advance notice provision financial
"to remove the advance notice provision for director nominations was not approved"
Amended and Restated Certificate of Incorporation financial
"amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 12, 2026

 

ABEONA THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-15771   83-0221517
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

6555 Carnegie Ave, 4th Floor

Cleveland, OH 44103

(Address of principal executive offices) (Zip Code)

 

(646) 813-4701
(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, $0.01 par value   ABEO   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The annual meeting of stockholders of Abeona Therapeutics Inc. (the “Company”) was held virtually on June 12, 2026, at 9:00 a.m., Eastern Time. The following matters were acted upon:

 

Proposal 1. Election of Directors.

 

Keith A. Goldan and Bernhardt G. Zeiher, M.D. were elected to serve as Class 1 directors of the Company until the 2029 annual meeting of stockholders and until their successors are elected and qualified. The results of the election of directors are as follows:

 

Nominee  Votes For   Votes Against   Abstentions   Broker Non-Votes 
Keith A. Goldan   28,305,958    1,352,589    70,514    12,256,230 
Bernhardt G. Zeiher, M.D.   28,131,990    1,577,444    19,627    12,256,230 

 

Proposal 2. Advisory Vote on Compensation of Named Executive Officers.

 

An advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 23,300,653    4,511,866    1,916,542    12,256,230 

 

Proposal 3. Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.

 

A proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 was approved by the following votes:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 40,560,995    1,381,486    42,810     

 

Proposal 4. Approval of an Increase in the Number of Shares Reserved for Issuance Under the Second A&R Plan.

 

A proposal to an increase in the number of shares reserved for issuance under the Second Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan from 8,400,000 to 11,500,000 was approved by the following votes:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 23,975,061    5,720,643    33,357    12,256,230 

 

Proposal 5. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision for director nominations.

 

A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision for director nominations was not approved because it did not receive the required affirmative vote of the holders of at least 66 2/3% of the outstanding shares of Common Stock. The proposal received the following votes:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 24,559,006    4,667,640    502,415    12,256,230 

 

 

 

 

SIGNATURE

 

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.

 

  Abeona Therapeutics Inc.
  (Registrant)
     
  By: /s/ Joseph Vazzano
  Name: Joseph Vazzano
  Title: Chief Financial Officer

 

Date: June 12, 2026

 

 

 

FAQ

What did Abeona Therapeutics (ABEO) stockholders decide at the 2026 annual meeting?

Stockholders elected two Class 1 directors, approved executive compensation on an advisory basis, ratified Deloitte & Touche LLP as auditor, and increased shares reserved under the 2023 Equity Incentive Plan from 8,400,000 to 11,500,000.

Which directors were elected to Abeona Therapeutics (ABEO) board in 2026?

Keith A. Goldan and Bernhardt G. Zeiher, M.D. were elected as Class 1 directors. They will serve until the 2029 annual meeting and hold office until their successors are elected and qualified.

Was Abeona Therapeutics (ABEO) executive compensation approved by stockholders?

Yes. Stockholders approved, on an advisory basis, the compensation of Abeona Therapeutics’ named executive officers. The advisory vote reflects stockholder views on pay but does not directly change compensation arrangements.

Did Abeona Therapeutics (ABEO) ratify its independent auditor for 2026?

Yes. Stockholders ratified the appointment of Deloitte & Touche LLP as Abeona Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with substantial support and no broker non-votes.

How did Abeona Therapeutics (ABEO) change its 2023 Equity Incentive Plan?

Stockholders approved increasing the number of shares reserved for issuance under the Second Amended and Restated 2023 Equity Incentive Plan from 8,400,000 to 11,500,000, expanding the pool available for equity-based awards.

What happened to Abeona Therapeutics (ABEO) proposal on advance notice for director nominations?

A proposal to amend the certificate of incorporation to remove the advance notice provision for director nominations received majority support but failed because it did not achieve the required 66 2/3% of outstanding common shares.

Filing Exhibits & Attachments

3 documents