AtriCure (ATRC) stockholders back equity plan share increases and director slate

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AtriCure, Inc. reported results of its 2026 Annual Meeting of Stockholders, where stockholders approved amendments to key equity compensation plans and all other management proposals. The 2023 Stock Incentive Plan share pool was raised from 4,500,000 to 6,000,000 shares of common stock, expanding capacity for future equity awards.

Stockholders also approved adding 750,000 shares to the 2018 Employee Stock Purchase Plan, ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, re-elected nine directors for one-year terms, and supported executive compensation in an advisory say-on-pay vote.

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

2023 Stock Incentive Plan pool: 6,000,000 shares Incremental Stock Incentive Plan shares: 1,500,000 shares Additional ESPP shares: 750,000 shares +5 more

8 metrics

2023 Stock Incentive Plan pool 6,000,000 shares Total shares available after increase from 4,500,000

Incremental Stock Incentive Plan shares 1,500,000 shares Additional shares authorized by 2026 stockholder vote

Additional ESPP shares 750,000 shares Increase to 2018 Employee Stock Purchase Plan

Auditor ratification for votes 43,617,566 shares Votes for Deloitte & Touche LLP as 2026 auditor

Auditor ratification against votes 2,327,505 shares Votes against Deloitte & Touche LLP

Say-on-pay for votes 40,373,427 shares Advisory approval of executive compensation

Director Carrel for votes 41,848,141 shares Votes for Michael H. Carrel as director

Broker non-votes on equity plan 3,820,943 shares Broker non-votes on 2023 Stock Incentive Plan amendment

Key Terms

2023 Stock Incentive Plan, omnibus stock plan, stock appreciation rights, restricted share units, +2 more

6 terms

2023 Stock Incentive Plan financial

"the AtriCure, Inc. 2023 Stock Incentive Plan (the “Amended 2023 Plan”)"

omnibus stock plan financial

"The Amended 2023 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles"

stock appreciation rights financial

"permits the grant of stock options, stock appreciation rights, restricted share awards, restricted share units and other awards"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

Employee Stock Purchase Plan financial

"AtriCure, Inc. 2018 Employee Stock Purchase Plan to increase the number of shares of common stock authorized by 750,000"

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.

broker non-votes financial

"Broker Non-Votes: | 3,820,943"

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.

Understanding 8-K Material Events →

05/19/2026 - 04:21 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 18, 2026

AtriCure, Inc.

(Exact name of registrant as specified in charter)


Delaware	000-51470	34-1940305
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7555 Innovation Way, Mason OH 45040

(Address of Principal Executive Offices, and Zip Code)

(513) 755-4100

(Registrant’s Telephone Number, Including Area Code)

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):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, $.001 par value	ATRC	NASDAQ 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 o

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. o

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

At the AtriCure, Inc. (the “Company”) 2026 Annual Meeting of Stockholders held on May 18, 2026 (“Annual Meeting”), the stockholders of the Company approved an amendment to the AtriCure, Inc. 2023 Stock Incentive Plan (the “Amended 2023 Plan”). The 2023 Stock Incentive Plan was previously approved and amended to increase the number of shares available by the Board of Directors subject to stockholder approval. As approved by stockholders at the Annual Meeting, the 2023 Stock Incentive Plan was amended to increase the number of shares of common stock available for issuance under it from 4,500,000 to 6,000,000.

The purpose of the Amended 2023 Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of the Company’s Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders. The Amended 2023 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility. The Amended 2023 Plan permits the grant of stock options, stock appreciation rights, restricted share awards, restricted share units and other awards. The Amended 2023 Plan does not permit the re-pricing of options or stock appreciation rights without the approval of stockholders and does not contain an “evergreen” provision to automatically increase the number of shares issuable under the Amended 2023 Plan, except for certain adjustments resulting from stock splits and other specified events.

The foregoing summary of the Amended 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended 2023 Plan filed as Exhibit 10.1 to this report.

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

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1.The election of nine directors to serve one-year terms expiring at the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;

2.A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.The approval of an amendment to the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,500,000;

4.The approval of an amendment to the AtriCure, Inc. 2018 Employee Stock Purchase Plan to increase the number of shares of common stock authorized by 750,000; and

5.An advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement.

For more information about the five proposals that were voted on at the Annual Meeting, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 6, 2026.

The voting results for each of the proposals are as follows:

1. All nominees for director were duly elected to serve one-year terms expiring at the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.


Director Nominees	For	Against	Abstain	Broker Non-Votes
Michael H. Carrel	41,848,141	264,297	68,710	3,820,943
Regina E. Groves	41,852,934	258,662	69,552	3,820,943
B. Kristine Johnson	41,685,893	426,149	69,106	3,820,943
Shlomo Nachman	41,846,048	260,889	74,211	3,820,943
Karen N. Prange	41,514,921	590,763	75,464	3,820,943
Deborah H. Telman	40,917,973	1,192,573	70,602	3,820,943
Sven A. Wehrwein	41,454,342	653,542	73,264	3,820,943
Robert S. White	41,025,795	1,086,032	69,321	3,820,943
Maggie Yuen	41,447,687	663,914	69,547	3,820,943

2. The stockholders approved the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.


For:			43,617,566
Against:			2,327,505
Abstain:			57,020

3. The stockholders approved the amendment to the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,500,000.


For:			41,051,336
Against:			1,066,332
Abstain:			63,480
Broker Non-Votes:			3,820,943

4. The stockholders approved the amendment to the AtriCure, Inc. 2018 Employee Stock Purchase Plan to increase the number of shares of common stock authorized by 750,000.


For:			42,064,798
Against:			109,893
Abstain:			6,457
Broker Non-Votes:			3,820,943

5. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.


For:			40,373,427
Against:			1,745,379
Abstain:			62,342
Broker Non-Votes:			3,820,943

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


No.						Description
10.1#						AtriCure, Inc. 2023 Stock Incentive Plan (Amended and Restated as of May 18, 2026).
10.2#						AtriCure, Inc. 2018 Employee Stock Purchase Plan (Amended and Restated as of May 18, 2026).
104						Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

_________________________

# 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.


		ATRICURE, INC.

Dated:	May 19, 2026	By:	/s/ Angela L. Wirick
			Angela L. Wirick
			Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did AtriCure (ATRC) stockholders approve at the 2026 Annual Meeting?

AtriCure stockholders approved all five management proposals, including director elections, auditor ratification, equity plan share increases, and an advisory say-on-pay vote. These actions maintain board continuity, expand equity compensation capacity, and confirm support for the company’s independent auditor and named executive officer compensation.

How many additional shares did AtriCure add to its 2023 Stock Incentive Plan?

Stockholders approved increasing the 2023 Stock Incentive Plan share pool by 1,500,000 shares, from 4,500,000 to 6,000,000 shares. This larger pool supports future grants of stock options, stock appreciation rights, restricted shares, restricted share units, and other equity-based awards to directors, officers, employees, and advisors.

What changes were made to AtriCure’s 2018 Employee Stock Purchase Plan (ESPP)?

Stockholders approved an amendment to add 750,000 shares of common stock to the 2018 Employee Stock Purchase Plan. This increase expands the shares available for employees to purchase company stock through the ESPP, supporting broader employee ownership and long-term alignment with stockholder interests.

Which auditor did AtriCure (ATRC) stockholders ratify for the 2026 fiscal year?

Stockholders ratified Deloitte & Touche LLP as AtriCure’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 43,617,566 votes for, 2,327,505 against, and 57,020 abstentions, indicating strong support for continuing the existing audit relationship.

Were AtriCure’s executive compensation practices approved by stockholders in 2026?

Yes. In a non-binding advisory vote, 40,373,427 shares voted for, 1,745,379 against, and 62,342 abstained on named executive officer compensation. This indicates broad stockholder support for AtriCure’s disclosed executive pay programs as presented in the company’s 2026 proxy statement.

Did all AtriCure director nominees get re-elected at the 2026 Annual Meeting?

All nine director nominees, including Michael H. Carrel and Maggie Yuen, were re-elected to one-year terms ending at the 2027 Annual Meeting. Each nominee received over 40 million votes for, with relatively small against and abstain totals, plus 3,820,943 broker non-votes recorded.

Filing Exhibits & Attachments

5 documents