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Assertio (NASDAQ: ASRT) investors approve 2014 plan share increase

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(Moderate)
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8-K

Rhea-AI Filing Summary

Assertio Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders held on May 5, 2026. Stockholders approved an amendment and restatement of the Amended and Restated 2014 Omnibus Incentive Plan to increase shares available for issuance by 400,000 shares.

All six director nominees were elected to serve until the 2027 annual meeting, each receiving over 1.74 million votes for. Stockholders also approved, on an advisory basis, the compensation of named executive officers and ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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.
2014 Plan share increase 400,000 shares Additional shares available for issuance under Amended and Restated 2014 Omnibus Incentive Plan
Proposal 2 votes for 1,613,296 votes Approval of amended and restated 2014 Omnibus Incentive Plan
Proposal 3 votes for 1,739,652 votes Advisory approval of named executive officer compensation
Proposal 4 votes for 3,577,437 votes Ratification of Grant Thornton LLP as independent registered public accounting firm
Heather L. Mason votes for 1,760,660 votes Director election under Proposal 1
Mark L. Reisenauer votes for 1,783,789 votes Director election under Proposal 1
Amended and Restated 2014 Omnibus Incentive Plan financial
"approved an amendment and restatement to the Company’s Amended and Restated 2014 Omnibus Incentive Plan"
broker non-votes regulatory
"Abstentions | | | 82,404 | Broker Non-Votes | | | 1,802,009 |"
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.
independent registered public accounting firm regulatory
"ratify 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.
advisory basis regulatory
"to approve, on an advisory basis, the compensation of the Company’s named executive officers"
Understanding 8-K Material Events →
false 0001808665 0001808665 2026-05-05 2026-05-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 5, 2026

 

 

 

ASSERTIO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39294   85-0598378
(State or other jurisdiction of
incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

100 South Saunders Rd., Suite 300,

Lake Forest, IL 60045

(Address of principal executive offices, including zip code)

 

(224) 419-7106

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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, $0.0001 par value   ASRT   The Nasdaq Stock Market LLC  

 

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))

 

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. ¨

 

 

 

 

 

 

Assertio Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on May 5, 2026 at 11:30 a.m. Central Time (the “Annual Meeting”).

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) At the Annual Meeting, the Company’s stockholders approved an amendment and restatement to the Company’s Amended and Restated 2014 Omnibus Incentive Plan (as so amended, the “2014 Plan”) to increase the number of shares available for issuance thereunder by 400,000 shares.

 

For additional information regarding the 2014 Plan, please refer to the heading “Description of the 2014 Plan” contained in Proposal 2 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”).

 

The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2014 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

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

 

At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals: (i) to elect the six director nominees to hold office until the 2027 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder (“Proposal 2”); (iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers (“Proposal 3”); and (iv) to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 4”).

 

A summary of the final voting results for each of the four matters voted upon by the stockholders at the Annual Meeting is set forth below.

 

Proposal 1: The stockholders of the Company elected each of the six director nominees to serve on the board of directors (the “Board”) for a term to expire at the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows:

 

   Votes For   Votes Against   Abstentions   Broker Non-Votes 
Heather L. Mason   1,760,660    488,116    25,397    1,802,006 
Sravan K. Emany   1,757,938    490,430    25,803    1,802,008 
Sigurd C. Kirk   1,748,914    499,041    26,216    1,802,008 
William T. McKee   1,751,923    496,448    25,801    1,802,007 
Mark  L. Reisenauer   1,783,789    463,495    26,887    1,802,008 
David M. Stark   1,767,339    480,127    26,705    1,802,008 

 

Proposal 2: The stockholders of the Company approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder. The votes on Proposal 2 were as follows:

 

Votes For   1,613,296 
Votes Against   578,470 
Abstentions   82,404 
Broker Non-Votes   1,802,009 

 

Proposal 3: The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers. The votes on Proposal 3 were as follows:

 

Votes For   1,739,652 
Votes Against   451,308 
Abstentions   83,209 
Broker Non-Votes   1,802,010 

 

Proposal 4: The stockholders of the Company ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on Proposal 4 were as follows:

 

Votes For   3,577,437 
Votes Against   289,020 
Abstentions   209,722 
Broker Non-Votes   0 

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number    Description
10.1              Assertio Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan, As Amended
104             Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Date: May 7, 2026

 

  ASSERTIO HOLDINGS, INC.
   
  /s/ Sam Schlessinger
  Sam Schlessinger
  Executive Vice President, General Counsel

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Assertio (ASRT) shareholders approve at the 2026 annual meeting?

Assertio shareholders approved all four proposals presented. They elected six directors, increased shares under the 2014 Omnibus Incentive Plan by 400,000, approved executive compensation on an advisory basis, and ratified Grant Thornton LLP as independent registered public accounting firm for the 2026 fiscal year.

How many additional shares were authorized under Assertio (ASRT) 2014 Plan?

Shareholders approved adding 400,000 shares to the 2014 Plan. The amendment and restatement of the Amended and Restated 2014 Omnibus Incentive Plan increases the pool of shares available for equity awards to directors, officers, and employees under that plan.

Did Assertio (ASRT) shareholders support executive compensation in 2026?

Yes, shareholders approved executive compensation on an advisory basis. Proposal 3 received 1,739,652 votes for, 451,308 votes against, and 83,209 abstentions, with 1,802,010 broker non-votes recorded for the say-on-pay resolution covering named executive officers.

Who is Assertio (ASRT) auditor for the year ending December 31, 2026?

Grant Thornton LLP was ratified as Assertio’s auditor for 2026. The ratification received 3,577,437 votes for, 289,020 votes against, and 209,722 abstentions, with no broker non-votes reported for the public accounting firm ratification proposal.

Were Assertio (ASRT) director nominees elected at the 2026 meeting?

All six director nominees were elected to the board. Each nominee, including Heather L. Mason and others, received between about 1.75 million and 1.78 million votes for, with votes against, abstentions, and 1,802,006–1,802,008 broker non-votes reported per nominee.

How did Assertio (ASRT) shareholders vote on increasing the 2014 Plan share pool?

The share increase under the 2014 Plan was approved. Proposal 2 received 1,613,296 votes for, 578,470 against, and 82,404 abstentions, with 1,802,009 broker non-votes, authorizing an additional 400,000 shares for issuance under the incentive plan.

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