AIM ImmunoTech updates shareholder voting standard

AIM ImmunoTech Inc. updated its corporate bylaws to change how most shareholder proposals are approved.

Rhea-AI Filing Summary

AIM ImmunoTech Inc. updated its corporate bylaws to change how most shareholder proposals are approved. Effective June 9, 2026, proposals other than director elections will pass with a majority of the votes cast, meaning only votes "for" or "against" are counted and abstentions and broker non-votes are excluded. Previously, these matters required approval by a majority in voting power of the shares present and entitled to vote. The amendment is detailed in an attached bylaw amendment filed as an exhibit.

Insights

Corporate governance analyst

AIM ImmunoTech shifts to a majority-of-votes-cast standard for most shareholder proposals.

AIM ImmunoTech has revised its bylaws so that most stockholder proposals are approved by a majority of votes actually cast, excluding abstentions and broker non-votes. Previously, the test was a majority of the voting power of shares present and entitled to vote.

This change aligns outcomes more closely with active voting decisions and reduces the impact of abstentions on proposal failure. It applies to proposals other than director elections, and still defers to the certificate of incorporation, exchange rules, and applicable law where those set different standards.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Effective date of bylaw amendment: June 9, 2026 Form type: Form 8-K Exhibit number: 3.1

3 metrics

Effective date of bylaw amendment June 9, 2026 Date the new voting standard became effective

Form type Form 8-K Current report describing bylaw amendment

Exhibit number 3.1 Amendment to the Amended and Restated Bylaws

Key Terms

Amended and Restated Bylaws, majority of the votes cast, broker non-votes, majority in voting power, +1 more

5 terms

Amended and Restated Bylaws regulatory

"the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of June 9, 2026."

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

majority of the votes cast financial

"be determined by the affirmative vote of the holders of a majority of the votes cast on the proposal"

broker non-votes financial

"shall only include votes cast for or against the proposal and shall exclude abstentions and broker non-votes"

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.

majority in voting power financial

"be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock"

Certificate of Incorporation regulatory

"unless otherwise provided by the Company’s Certificate of Incorporation, the Bylaws, the rules or regulations of any stock exchange"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did AIM (AIM) disclose in this 8-K filing?

AIM ImmunoTech disclosed a bylaw amendment changing how most shareholder proposals are approved. Proposals other than director elections now require a majority of votes cast, rather than a majority of voting power of shares present and entitled to vote.

When did AIM (AIM) new voting standard for stockholder proposals become effective?

The new voting standard became effective on June 9, 2026. On that date, AIM ImmunoTech’s board approved and adopted the bylaw amendment, immediately updating how non-director proposals are counted at shareholder meetings, subject to any higher standards in governing documents or law.

How did AIM (AIM) voting threshold change for non-director proposals?

Non-director proposals now pass with a majority of votes cast, counting only "for" and "against" votes. Previously, they required a majority in voting power of shares present and entitled to vote, which gave more weight to abstentions and overall attendance levels.

Are abstentions and broker non-votes counted under AIM (AIM) new standard?

Under the new standard, abstentions and broker non-votes are excluded from the vote calculation. Only shares voted "for" or "against" a proposal are considered, which focuses the outcome on actively expressed voting preferences by participating stockholders.

Does AIM (AIM) bylaw change affect director elections?

The described bylaw change explicitly applies to proposals other than the election of directors. Director election standards remain governed separately, along with any requirements in the certificate of incorporation, stock exchange rules, or applicable law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 04:59 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 9, 2026

AIM IMMUNOTECH INC.

(Exact name of registrant as specified in its charter)

Delaware		001-27072		52-0845822
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2117 SW Highway 484, Ocala, Florida		34473
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (352) 448-7797

Not Applicable

(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:

☐	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, par value $0.001 per share		AIM		NYSE American

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 9, 2026, the Board of Directors (the “Board”) of AIM ImmunoTech Inc. (the “Company”) approved and adopted an Amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of June 9, 2026. The Amendment changed the voting standard for proposals other than the election of directors to provide that each other proposal submitted to a vote of stockholders shall, unless otherwise provided by the Company’s Certificate of Incorporation, the Bylaws, the rules or regulations of any stock exchange applicable to the Company, or applicable law or pursuant to any regulation applicable to the Company or its securities, be determined by the affirmative vote of the holders of a majority of the votes cast on the proposal (which, for the avoidance of doubt, shall only include votes cast for or against the proposal and shall exclude abstentions and broker non-votes).

Prior to the Amendment, the Bylaws provided that all other elections and questions (other than the election of directors) be, unless otherwise provided by the Certificate of Incorporation, the Bylaws, the rules or regulations of any stock exchange applicable to the Company, or applicable law or pursuant to any regulation applicable to the Company or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the Company which are present in person or by proxy and entitled to vote thereon.

The description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Bylaws, effective as of June 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: June 10, 2026	AIM ImmunoTech Inc.
	/s/ Thomas K. Equels
	Thomas K. Equels
	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 5.3 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB