Airgain (NASDAQ: AIRG) holders back directors, auditor and pay plan

(Moderate)

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Airgain, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected Class I directors James K. Sims and Tzau-Jin Chung to three-year terms, with each receiving more votes "for" than "withheld," alongside significant broker non-votes.

Stockholders also ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,948,940 votes for and limited opposition. On an advisory basis, they approved the compensation of named executive officers and approved an amendment and restatement of the 2016 Incentive Award Plan, each drawing more votes in favor than against despite notable broker non-votes.

8-K Event Classification

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

1 item

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.

Key Figures

Votes for Grant Thornton LLP: 9,948,940 votes Say-on-pay votes for: 3,667,041 votes Say-on-pay votes against: 2,275,810 votes +3 more

6 metrics

Votes for Grant Thornton LLP 9,948,940 votes Ratification as auditor for fiscal year ending December 31, 2026

Say-on-pay votes for 3,667,041 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 2,275,810 votes Advisory vote on executive compensation

Incentive Plan amendment votes for 3,356,979 votes Approval of amendment and restatement of 2016 Incentive Award Plan

Incentive Plan votes against 2,585,543 votes Proposal to amend and restate 2016 Incentive Award Plan

Broker non-votes on governance items 4,158,525 votes Director elections, say-on-pay and Incentive Award Plan proposals

Key Terms

Emerging growth company, independent registered public accounting firm, broker non-votes, non-binding, advisory basis, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"

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.

broker non-votes regulatory

"Nominee | For | Withheld | 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.

non-binding, advisory basis regulatory

"the compensation of the Company’s named executive officers was approved on a non-binding, advisory basis"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

2016 Incentive Award Plan financial

"To approve the amendment and restatement of 2016 Incentive Award Plan"

FAQ

What did Airgain (AIRG) shareholders decide at the 2026 Annual Meeting?

Airgain shareholders elected two Class I directors, ratified Grant Thornton LLP as auditor for 2026, approved executive compensation on an advisory basis, and approved changes to the 2016 Incentive Award Plan, with each proposal receiving more votes in favor than against.

Were Airgain (AIRG) director nominees elected at the 2026 Annual Meeting?

Yes. James K. Sims and Tzau-Jin Chung were elected as Class I directors for three-year terms. Each received more votes "for" than "withheld," although there were 4,158,525 broker non-votes recorded for each director proposal.

Which auditing firm did Airgain (AIRG) shareholders ratify for fiscal 2026?

Shareholders ratified Grant Thornton LLP as Airgain’s independent registered public accounting firm for the year ending December 31, 2026, with 9,948,940 votes for, 239,129 against, 5,222 abstentions and no broker non-votes recorded on this proposal.

How did Airgain (AIRG) shareholders vote on executive compensation?

On an advisory basis, shareholders approved the compensation of Airgain’s named executive officers, with 3,667,041 votes for, 2,275,810 against, 91,915 abstentions and 4,158,525 broker non-votes, indicating overall support but with a meaningful level of opposition.

What happened with Airgain’s 2016 Incentive Award Plan at the meeting?

Stockholders approved the amendment and restatement of Airgain’s 2016 Incentive Award Plan, with 3,356,979 votes for, 2,585,543 against, 92,244 abstentions and 4,158,525 broker non-votes, allowing the updated equity incentive framework to move forward.

Did broker non-votes affect Airgain (AIRG) 2026 meeting results?

Broker non-votes were significant on several proposals, including 4,158,525 broker non-votes for the director, compensation, and incentive plan items. Despite these, each proposal still received more affirmative than negative votes and was reported as approved.

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

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 06/11/2026 - 11:47 AM

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 10, 2026

    

AIRGAIN, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37851	95-4523882
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3611 Valley Centre Drive Suite 150
San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 760-579-0200

    

(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(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	AIRG	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.

Airgain, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 10, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated April 30, 2026 (the “Proxy Statement”). The final voting results for each proposal are set forth below.

Proposal 1 – To elect two directors to serve as Class I directors for a three-year term to expire at the 2029 Annual Meeting of Stockholders.


Nominee	For	Withheld	Broker Non-Votes
James K. Sims	2,761,190	3,273,576	4,158,525
Tzau-Jin Chung	3,187,644	2,847,122	4,158,525

In accordance with the above results each nominee was elected to serve as a director.

Proposal 2 – To consider and vote upon the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.


For	Against		Abstain	Broker Non-Votes
9,948,940	239,129	5,222		—

In accordance with the above results, the selection of Grant Thornton LLP was ratified.

Proposal 3 – To consider and vote upon, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.


For	Against		Abstain	Broker Non-Votes
3,667,041	2,275,810	91,915		4,158,525

In accordance with the above results, the compensation of the Company’s named executive officers was approved on a non-binding, advisory basis.

Proposal 4 – To approve the amendment and restatement of 2016 Incentive Award Plan.


For	Against		Abstain	Broker Non-Votes
3,356,979	2,585,543	92,244		4,158,525

In accordance with the above results, the amendment and restatement of the 2016 Incentive Award Plan was approved.

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.


	AIRGAIN, INC.

Date: June 11, 2026	By:	/s/ Michael Elbaz
	Name:	Michael Elbaz
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document