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Anika Therapeutics (NASDAQ: ANIK) shareholders back equity plans and director slate

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

Rhea-AI Filing Summary

Anika Therapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders and approvals of equity compensation plan amendments. Stockholders approved a revised omnibus incentive plan that increases the common stock reserved under the plan by 350,000 shares to 6,110,000 shares and allows all of these shares to be granted as incentive stock options. They also approved an amendment to the 2021 Employee Stock Purchase Plan, doubling its share reserve from 200,000 to 400,000 shares.

All three Class III director nominees were elected to terms ending at the 2029 annual meeting, the advisory say-on-pay vote passed, and Deloitte & Touche LLP was ratified as independent auditor for the fiscal year ending December 31, 2026. At the meeting, 11,195,667 of 13,305,624 eligible shares were represented, reflecting 84.14% of the voting power.

Positive

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Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive plan increase 350,000 shares Additional common shares reserved under revised omnibus incentive plan
Total incentive plan reserve 6,110,000 shares Common shares reserved under revised omnibus incentive plan
ESPP reserve increase 200,000 shares Increase in 2021 Employee Stock Purchase Plan from 200,000 to 400,000 shares
ESPP total reserve 400,000 shares Common shares reserved under amended 2021 Employee Stock Purchase Plan
Shares entitled to vote 13,305,624 shares Common stock entitled to vote at 2026 Annual Meeting
Shares represented 11,195,667 shares Shares present in person or by proxy, 84.14% of voting power
Auditor ratification votes for 11,136,590 votes Votes in favor of ratifying Deloitte & Touche LLP for 2026
Say-on-pay votes for 8,268,676 votes Votes supporting executive compensation on an advisory basis
Omnibus Incentive Plan financial
"Sixth Amendment and Restatement of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
incentive stock options financial
"All 6,110,000 shares authorized under the Revised Seventh Amended Plan may be granted as incentive stock options"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
Employee Stock Purchase Plan financial
"amendment to the Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan, or the ESPP"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
non-binding, advisory basis regulatory
"Stockholders voted, on a non-binding, advisory basis, to approve the compensation paid"
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.
broker non-votes regulatory
"For | | Against | | Abstain | | Broker Non-Votes 8,268,676 | | 1,093,946 | | 31,179 | | 1,801,866"
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.
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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 18, 2026

 

 

 

Anika Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-14027 04-3145961

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

32 Wiggins Avenue

Bedford, Massachusetts

01730
(Address of principal executive offices) (Zip Code)


 

Registrant's telephone number, including area code (781) 457-9000

 

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(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share ANIK NASDAQ Global Select 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 5.02. 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FAQ

What did Anika Therapeutics (ANIK) stockholders approve at the 2026 Annual Meeting?

Stockholders approved director elections, a revised omnibus incentive plan, an amendment to the 2021 Employee Stock Purchase Plan, executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.

How did Anika Therapeutics (ANIK) change its 2017 Omnibus Incentive Plan?

The revised plan increased the number of common shares reserved from 5,760,000 to 6,110,000, an addition of 350,000 shares. All 6,110,000 shares may be granted as incentive stock options under Section 422 of the Internal Revenue Code.

What changes were made to Anika Therapeutics (ANIK) 2021 Employee Stock Purchase Plan?

The amendment doubled the share reserve under the 2021 Employee Stock Purchase Plan from 200,000 to 400,000 shares. No other provisions of the ESPP were changed, and the amended plan was approved by stockholders at the 2026 Annual Meeting.

What was the shareholder turnout at Anika Therapeutics (ANIK) 2026 Annual Meeting?

Out of 13,305,624 shares of common stock entitled to vote, 11,195,667 shares were present in person or by proxy. This represented 84.14% of the voting power eligible to participate in the meeting’s decisions.

Were Anika Therapeutics (ANIK) executive compensation practices approved by stockholders?

Yes. On a non-binding advisory basis, 8,268,676 votes were cast for approving named executive officer compensation, 1,093,946 against, and 31,179 abstentions, with 1,801,866 broker non-votes recorded for this say-on-pay proposal.

Which directors were elected at Anika Therapeutics (ANIK) 2026 Annual Meeting?

Stockholders elected Gary P. Fischetti, John B. Henneman, III, and Stephen D. Griffin as Class III directors. Each will serve until the 2029 Annual Meeting of Stockholders and until a successor is duly elected and qualified or earlier resignation or removal.

Filing Exhibits & Attachments

5 documents