Anika Shareholders Back Executive Compensation Plan with 86% Meeting Turnout

Rhea-AI Filing Summary

Anika Therapeutics held its Annual Meeting on June 20, 2025, with 86.13% shareholder participation (12.35M shares represented). Key outcomes include:

• Board Elections: Three Class II directors elected until 2028 - Cheryl Blanchard, Joseph Capper, and Glenn Larsen, with Capper receiving strongest support (10.5M votes)
• 2017 Omnibus Incentive Plan Amendment: Shareholders approved increasing reserved shares by 475,000 to total 5.76M shares. All shares may be granted as incentive stock options under IRC Section 422
• Other Approvals: Shareholders ratified Deloitte & Touche as independent auditor (12.07M votes in favor) and approved executive compensation in advisory vote (8.37M votes in favor)

The meeting demonstrated strong shareholder engagement, though some proposals like executive compensation and incentive plan amendment faced notable opposition with over 2.5M votes against each.

Positive

• High shareholder participation with 86.13% of voting power present at Annual Meeting
• Strong approval of Deloitte & Touche LLP as independent auditor with 12,076,726 votes in favor (97.8% approval)
• Joseph H. Capper received strong director election support with 10,521,730 votes (95.7% of votes cast excluding abstentions)
• Successful approval of 2017 Omnibus Incentive Plan amendment, increasing share reserve by 475,000 shares to attract and retain talent

Negative

• Significant opposition to executive compensation package with 2,529,081 votes against (23.2% of votes cast excluding abstentions)
• Notable dissent in director elections for Cheryl Blanchard (19.6% against) and Glenn Larsen (20.2% against)
• Material shareholder opposition to the Omnibus Incentive Plan amendment with 2,608,925 votes against (23.9% of votes cast excluding abstentions)
• Potential dilution concern from the addition of 475,000 shares to equity compensation plan

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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.

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Accepted by SEC EDGAR 06/24/2025 - 05:01 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 20, 2025

Anika Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-21326	04-3145961
(State or other jurisdiction of incorporation or organization)	Commission file number	(I.R.S. Employer Identification No.)

32 Wiggins Avenue, Bedford, MA 01730

(Address of principal executive offices) (Zip code)

(781)-457-9000

Registrant’s telephone number, including area code:

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Amendment of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan

On April 21, 2025, the board of directors, or the Board, of Anika Therapeutics, Inc., or the Company, adopted and approved, subject to stockholder approval, an amendment, or the Amendment, to the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan as previously amended, or the 2017 Plan. Stockholders approved the Amendment at the Company’s Annual Meeting of Stockholders held on June 20, 2025, or the Annual Meeting, as described under Item 5.07 below. The Amendment increases the number of shares of common stock reserved under the 2017 Plan by 475,000 from 5,285,000 to 5,760,000. Additionally, the Amendment provides that all 5,760,000 shares authorized under the 2017 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 by the Amendment.

A summary of the principal features of the 2017 Plan is included in the proxy statement for the Annual Meeting, which the Company filed with the Securities and Exchange Commission on April 28, 2025, and which the Company refers to below as the Proxy Statement. The foregoing description is qualified in its entirety by reference to the text of the 2017 Plan, as amended by the Amendment, which is filed as an exhibit 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 20, 2025. The Board solicited proxies for the Annual Meeting pursuant to the Proxy Statement. 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 14,341,423. A total of 12,351,806 shares of common stock were present in person or by proxy at the Annual Meeting, representing 86.13% 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
Cheryl R. Blanchard, Ph.D.		8,754,717		2,139,215		51,074		1,406,800
Joseph H. Capper		10,521,730		387,385		35,891		1,406,800
Glenn R. Larsen, Ph.D.		8,712,940		2,202,441		29,625		1,406,800

As a result of this vote, Dr. Blanchard, Mr. Capper and Dr. Larsen were elected as Class II directors to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until his or her earlier resignation or removal.

2

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, 2025. Stockholders voted as follows with respect to this ratification proposal:

For		Against		Abstain		Broker Non-Votes
12,076,726		248,610		26,470		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
8,374,076		2,529,081		41,849		1,406,800

PROPOSAL 4

Stockholders approved the Amendment with respect to the 2017 Plan. Stockholders voted as follows with respect to this proposal:

For		Against		Abstain		Broker Non-Votes
8,297,563		2,608,925		38,518		1,406,800

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.		Description
10.1†		Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (as amended effective June 20, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Management contract or compensatory plan or arrangement.

3

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.

	Anika Therapeutics, Inc.
Date: June 24, 2025	By:	/s/ Cheryl R. Blanchard
		Cheryl R. Blanchard
		President and Chief Executive Officer

4

FAQ

What changes were approved to ANIK's 2017 Omnibus Incentive Plan in June 2025?

The amendment approved on June 20, 2025 increased the number of shares reserved under the 2017 Plan by 475,000, from 5,285,000 to 5,760,000 shares. The amendment also allows all 5,760,000 shares to be granted as incentive stock options under Section 422 of the Internal Revenue Code.

What was the voting result for ANIK's executive compensation (say-on-pay) proposal in 2025?

At ANIK's 2025 Annual Meeting, shareholders voted on executive compensation with 8,374,076 votes in favor, 2,529,081 against, and 41,849 abstentions. The proposal passed with approximately 76.5% of votes cast supporting the compensation of named executive officers.

Who was elected to ANIK's board of directors in June 2025?

Three Class II directors were elected: Cheryl R. Blanchard, Ph.D. (8,754,717 votes for), Joseph H. Capper (10,521,730 votes for), and Glenn R. Larsen, Ph.D. (8,712,940 votes for). They will serve until the 2028 Annual Meeting of Stockholders.

What was the shareholder participation rate at ANIK's 2025 Annual Meeting?

Out of 14,341,423 eligible voting shares, 12,351,806 shares were represented at the Annual Meeting, representing a participation rate of 86.13% of the total voting power.

Did ANIK shareholders approve the appointment of their auditor for 2025?

Yes, shareholders overwhelmingly approved the appointment of Deloitte & Touche LLP as ANIK's independent registered public accounting firm for fiscal year 2025, with 12,076,726 votes in favor, 248,610 against, and 26,470 abstentions.