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ANI Pharmaceuticals (NASDAQ: ANIP) investors back directors, pay and stock plan

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

Rhea-AI Filing Summary

ANI Pharmaceuticals, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders approved all proposals, including electing seven directors to serve until the 2027 annual meeting and ratifying Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and chose to hold this advisory vote every one year. In addition, they approved the company’s Amended and Restated 2022 Stock Incentive Plan, which governs equity-based compensation, with the full plan text filed as an exhibit.

Positive

  • None.

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.
Votes entitled 22,761,062 votes Aggregate votes entitled to be cast at the 2026 annual meeting
Common shares outstanding 22,750,198 shares Common Stock outstanding and entitled to vote as of March 23, 2026
Quorum present 16,926,047 votes Votes present virtually or by proxy at the annual meeting, constituting a quorum
Say-on-pay approval 13,819,988 for / 1,058,460 against Advisory vote on executive compensation at the 2026 annual meeting
Stock plan approval 13,806,050 for / 1,080,387 against Vote on the Amended and Restated 2022 Stock Incentive Plan
Auditor ratification 16,874,103 for Votes for ratifying Ernst & Young LLP as 2026 auditor
Amended and Restated 2022 Stock Incentive Plan financial
"approved the Company’s Amended and Restated 2022 Stock Incentive Plan (the “Amended 2022 Stock Plan”)."
broker non-votes financial
"Jeanne A. Thoma | 14,565,758 | 327,393 | 2,674 | 2,030,222"
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.
say-on-pay financial
"The vote with respect to the approval of the compensation of the Company’s named executive officers, on an advisory basis, was as follows"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
independent registered public accounting firm financial
"the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
emerging growth company regulatory
"Emerging Growth Company ANI Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting"
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.
Understanding 8-K Material Events →
0001023024FALSE00010230242026-05-212026-05-21

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): May 21, 2026
ANI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3181258-2301143
(State or other jurisdiction of
incorporation)		(Commission File Number)(I.R.S. Employer Identification No.)
104 Carnegie Center Drive, Suite 300
Princeton, New Jersey
08540
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (609) 759-1810

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 (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 classTrading Symbol(s)Name of each exchange on which
registered
Common StockANIPNasdaq Global 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ANI Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2026. At the Annual Meeting, the stockholders of the Company approved the Company’s Amended and Restated 2022 Stock Incentive Plan (the “Amended 2022 Stock Plan”).

The description of the material terms of the Amended 2022 Stock Plan set forth in the Company’s definitive proxy statement, dated April 9, 2026 (the “Proxy Statement”), in the section entitled “Proposal 5: Approval of the Company’s Amended and Restated 2022 Stock Incentive Plan,” is incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended 2022 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the following matters were submitted to a vote of stockholders:

1.The election of seven (7) director nominees, each to serve until the Company’s 2027 Annual Meeting of Stockholders and thereafter until their successors are duly elected and qualified, or until their earlier death, resignation or removal;

2.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.The approval of the compensation of the Company’s named executive officers, on an advisory basis;

4.The approval of the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, on an advisory basis; and

5.The approval of the Amended 2022 Stock Plan.

At the close of business on March 23, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 22,750,198 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting and 10,864 shares of the Company’s Class C Special Stock outstanding and entitled to vote at the Annual Meeting. Accordingly, there were an aggregate of 22,761,062 votes entitled to be cast at the Annual Meeting, of which an aggregate of 16,926,047 were present virtually or represented by proxy, constituting a quorum.

At the Annual Meeting, (i) each of the seven (7) director nominees were elected, (ii) the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, (iii) the compensation of the Company’s named executive officers was approved on an advisory basis, (iv) the stockholders voted, on an advisory basis, that future advisory votes to approve the compensation of the Company’s named executive officers be held every one year, and (v) the Amended 2022 Stock Plan was approved.

Proposal No. 1 — Election of the Directors

The vote with respect to the election of each of the director nominees was as follows:

NomineesForAgainstAbstainBroker Non-Votes
Thomas Haughey14,732,894159,7653,1662,030,222
Nikhil Lalwani14,873,79615,1986,8312,030,222
Matthew J. Leonard, R.Ph. 14,743,471149,0953,2592,030,222
Antonio R. Pera14,542,012350,6493,1642,030,222
Muthusamy Shanmugam14,849,62442,2533,9482,030,222
Renee P. Tannenbaum, Pharm.D.14,063,620829,5662,6392,030,222
Jeanne A. Thoma14,565,758327,3932,6742,030,222



Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm

The vote with respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was as follows:

ForAgainstAbstain
16,874,1037,33344,611

Proposal No. 3 — Approval of the Say-on-Pay Proposal

The vote with respect to the approval of the compensation of the Company’s named executive officers, on an advisory basis, was as follows:

ForAgainstAbstainBroker Non-Votes
13,819,9881,058,46017,3772,030,222

Proposal No. 4 — Approval of Frequency of Say-on-Pay Proposal

The vote with respect to the approval of the frequency of future advisory votes on the compensation of the Company’s named executive officers was as follows:

ONE YEARTWO YEARS THREE YEARS AbstainBroker Non-Votes
14,412,2994,947467,23611,3432,030,222

As a result of the foregoing vote, the Board of Directors of the Company has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every one year.

Proposal No. 5 — Approval of the Amended 2022 Stock Plan

The vote with respect to the approval of the Amended 2022 Stock Plan was as follows:

ForAgainstAbstainBroker Non-Votes
13,806,0501,080,3879,3882,030,222


Item 9.01Exhibits
(d)Exhibits

Exhibit
No.		Description
10.1
Amended and Restated ANI Pharmaceuticals, Inc. 2022 Stock Incentive Plan
104Cover Page Interactive Data File (embedded with 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.
Dated: May 21, 2026ANI PHARMACEUTICALS, INC.
  
By:/s/ Stephen P. Carey
Name:Stephen P. Carey
Title:Senior Vice President, Finance and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did ANI Pharmaceuticals (ANIP) stockholders approve at the 2026 annual meeting?

Stockholders approved all proposals, including electing seven directors, ratifying Ernst & Young LLP as auditor for 2026, approving executive compensation on an advisory basis, setting annual say-on-pay votes, and approving the Amended 2022 Stock Incentive Plan.

How many ANI Pharmaceuticals (ANIP) shares were entitled to vote at the 2026 meeting?

At the March 23, 2026 record date, 22,750,198 shares of Common Stock and 10,864 shares of Class C Special Stock were entitled to vote, for a total of 22,761,062 votes eligible at the annual meeting.

What voting frequency on executive pay did ANI Pharmaceuticals (ANIP) stockholders choose?

Stockholders favored an annual say-on-pay vote. The tally was 14,412,299 votes for one year, 4,947 for two years, 467,236 for three years, and 11,343 abstentions, with the board adopting the one-year frequency.

Was ANI Pharmaceuticals’ (ANIP) auditor for 2026 ratified by stockholders?

Yes. The appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026 received 16,874,103 votes for, 7,333 against, and 44,611 abstentions from stockholders.

Did ANI Pharmaceuticals (ANIP) stockholders approve the Amended 2022 Stock Incentive Plan?

Yes. The Amended and Restated 2022 Stock Incentive Plan was approved with 13,806,050 votes for, 1,080,387 against, 9,388 abstentions, and 2,030,222 broker non-votes, continuing the company’s equity-based compensation framework.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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