Azenta (NASDAQ: AZTA) investors back directors, expand equity incentive plan

Rhea-AI Filing Summary

Azenta, Inc. held its Annual Meeting of stockholders on January 28, 2026, where investors approved several key proposals. Stockholders elected all nominated directors to the board, with each nominee receiving a substantial majority of votes cast.

Stockholders approved, on a non-binding advisory basis, the overall compensation of Azenta’s named executive officers. They also approved an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by 2,750,000, expanding the pool available for future equity awards. In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Azenta’s independent registered public accounting firm for the 2026 fiscal year.

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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): January 28, 2026

Azenta, Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-25434		04-3040660
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(888) 229-3682

(Registrant’s telephone number, including area code)

N/A

(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:

☐ 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, $0.01 par value		AZTA		The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of the stockholders of Azenta, Inc. (the “Company”) was held on January 28, 2026. The stockholders elected each of the Company’s nominees for director; approved, by a non-binding advisory vote, the overall compensation of the Company’s named executive officers and an amendment to the Company's 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by 2,750,000; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2026 fiscal year. The proposals below are described in detail in the Company’s definitive proxy statement dated December 18, 2025. The Company’s inspector of election certified the following vote tabulations:

1. Election of Directors

Nominees	For	Withhold	Broker Non-Votes
Frank E. Casal	38,988,641	941,352	2,380,543
William L. Cornog	39,111,370	818,623	2,380,543
Robyn C. Davis	38,579,173	1,350,820	2,380,543
Dipal Doshi	32,984,474	6,945,519	2,380,543
Quentin Koffey	38,715,500	1,214,493	2,380,543
Martin Madaus	34,811,093	5,118,900	2,380,543
Alan J. Malus	39,103,541	826,452	2,380,543
John P. Marotta	39,115,819	814,174	2,380,543
Erica J. McLaughlin	39,543,956	386,037	2,380,543
Tina S. Nova	32,810,907	7,119,086	2,380,543

2. Approval, by a non-binding advisory vote, of the overall compensation of the Company’s named executive officers

For	Against	Abstain	Broker Non-Votes
38,413,005	1,479,264	37,724	2,380,543

3. Approval of an amendment to the Company's 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by 2,750,000.

For	Against	Abstain	Broker Non-Votes
38,069,842	1,829,175	30,976	2,380,543

4. Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for the 2026 fiscal year

For	Against	Abstain
42,222,109	71,760	16,667

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.

	AZENTA, INC.
	/s/ Ephraim Starr
Date: January 29, 2026	Ephraim Starr
	Senior Vice President, General Counsel and Secretary

FAQ

What did Azenta (AZTA) stockholders approve at the January 28, 2026 annual meeting?

Stockholders elected all director nominees, approved advisory compensation for named executive officers, expanded the 2020 Equity Incentive Plan by 2,750,000 shares, and ratified PricewaterhouseCoopers LLP as independent auditor for the 2026 fiscal year, confirming support for current governance and compensation structures.

How many additional shares did Azenta (AZTA) add to its 2020 Equity Incentive Plan?

Stockholders approved an amendment increasing shares reserved under the 2020 Equity Incentive Plan by 2,750,000. This larger pool can be used for future equity-based awards to employees, directors, and other eligible participants, aligning compensation with stock performance over time.

Was Azenta’s executive compensation approved by stockholders at the 2026 annual meeting?

Yes. Stockholders approved, by a non-binding advisory vote, the overall compensation of Azenta’s named executive officers. The vote totaled 38,413,005 shares for, 1,479,264 against, and 37,724 abstentions, with 2,380,543 broker non-votes recorded on the advisory proposal.

Which auditor did Azenta (AZTA) stockholders ratify for the 2026 fiscal year?

Stockholders ratified PricewaterhouseCoopers LLP as Azenta’s independent registered public accounting firm for the 2026 fiscal year. The ratification received 42,222,109 votes for, 71,760 against, and 16,667 abstentions, indicating broad support for continuing with the existing audit firm.

Were all Azenta (AZTA) director nominees elected at the January 2026 meeting?

Yes. All nominated directors, including Frank E. Casal, Quentin Koffey, and others, were elected. Each nominee received significantly more votes “For” than “Withhold,” along with 2,380,543 broker non-votes recorded on each director election proposal disclosed in the tabulation.

How did Azenta stockholders vote on the amendment to the 2020 Equity Incentive Plan?

The amendment passed with 38,069,842 votes for, 1,829,175 against, and 30,976 abstentions, plus 2,380,543 broker non-votes. Approval allows the company to reserve 2,750,000 additional shares for future grants under the 2020 Equity Incentive Plan.