Alto Neuroscience (ANRO) OKs ESPP amendment but rejects equity plan change
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Alto Neuroscience, Inc. reported results from its 2026 annual stockholder meeting. Of 31,945,516 common shares outstanding as of the record date, 26,762,809 shares, or about 83.77%, were represented, giving the company a strong quorum for voting.
Stockholders elected two Class II directors: Raymond Sanchez, M.D. received 23,133,161 votes for and 31,432 withheld, while Gwill York received 12,385,501 for and 10,779,092 withheld, with 3,598,216 broker non-votes for each. They ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 26,727,215 votes for. Stockholders did not approve an amendment and restatement of the 2024 Equity Incentive Plan related to treating pre-funded warrants like common shares for the plan’s evergreen share reserve, but did approve a similar amendment and restatement of the 2024 Employee Stock Purchase Plan.
Positive
- None.
Negative
- None.
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.
Key Figures
Shares outstanding record date: 31,945,516 shares
Shares represented at meeting: 26,762,809 shares
Director vote – Raymond Sanchez: 23,133,161 for / 31,432 withheld
+4 more
7 metrics
Shares outstanding record date
31,945,516 shares
Common stock outstanding as of the record date
Shares represented at meeting
26,762,809 shares
Approximately 83.77% of outstanding shares present or by proxy
Director vote – Raymond Sanchez
23,133,161 for / 31,432 withheld
Class II director election; 3,598,216 broker non-votes
Director vote – Gwill York
12,385,501 for / 10,779,092 withheld
Class II director election; 3,598,216 broker non-votes
Auditor ratification vote
26,727,215 for
Deloitte & Touche LLP; 23,440 against, 12,154 abstentions
2024 Equity Plan amendment vote
10,838,509 for / 12,205,864 against
Proposal not approved; 120,220 abstentions, 3,598,216 broker non-votes
A&R 2024 ESPP amendment vote
11,946,818 for / 11,097,535 against
Proposal approved; 120,240 abstentions, 3,598,216 broker non-votes
Key Terms
Amended and Restated 2024 Employee Stock Purchase Plan, evergreen feature, pre-funded warrants, independent registered public accounting firm, +1 more
5 terms
Amended and Restated 2024 Employee Stock Purchase Plan financial
"the Company’s stockholders approved the Amended and Restated 2024 Employee Stock Purchase Plan (the “A&R 2024 ESPP”)."
evergreen feature financial
"for purposes of calculating the number of shares to be automatically added to the share reserve thereunder pursuant to the “evergreen” feature of the 2024 Plan."
pre-funded warrants financial
"to treat outstanding pre-funded warrants the same as outstanding shares of common stock for purposes of calculating the number of shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
independent registered public accounting firm financial
"ratified the selection of Deloitte & Touche 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.
broker non-votes financial
"The votes cast at the Annual Meeting regarding this proposal were as follows"
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.
FAQ
What did Alto Neuroscience (ANRO) stockholders approve at the 2026 annual meeting?
Stockholders approved changes to the 2024 Employee Stock Purchase Plan and ratified Deloitte & Touche LLP as independent auditor for 2026. They also elected two Class II directors to serve until the 2029 annual stockholder meeting.
Were Alto Neuroscience’s 2024 equity incentive plan changes approved?
No. Stockholders did not approve the amendment and restatement of the 2024 Equity Incentive Plan that would have treated outstanding pre-funded warrants like common shares for calculating automatic additions to the plan’s evergreen share reserve.
What change to Alto Neuroscience’s employee stock purchase plan was approved?
Stockholders approved an amended and restated 2024 Employee Stock Purchase Plan. The change treats outstanding pre-funded warrants the same as common shares when calculating automatic additions to the share reserve under the plan’s evergreen feature, aligning treatment of these instruments.
Which directors were elected at Alto Neuroscience’s 2026 meeting and how did they fare?
Class II nominees Raymond Sanchez, M.D. and Gwill York were elected. Sanchez received 23,133,161 votes for and 31,432 withheld, while York received 12,385,501 for and 10,779,092 withheld, with 3,598,216 broker non-votes for each.
Who will serve as Alto Neuroscience’s independent auditor for 2026?
Deloitte & Touche LLP was ratified as Alto Neuroscience’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 26,727,215 for, 23,440 against, and 12,154 abstentions, with no broker non-votes recorded.