STOCK TITAN
  1. Home
  2. Sec-filings
  3. BCRX
  4. [8-K] BIOCRYST PHARMACEUTICALS INC Reports Material Event

BioCryst (NASDAQ: BCRX) investors approve 7M-share stock incentive plan

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

Rhea-AI Filing Summary

BioCryst Pharmaceuticals, Inc. reported results of its June 11, 2026 annual stockholder meeting and an update to its equity compensation program. Stockholders approved an amended and restated Stock Incentive Plan, increasing the shares available for issuance by 7,000,000 shares.

Three directors — Theresa M. Heggie, Amy E. McKee, M.D., and Jon P. Stonehouse — were elected to terms ending at the 2029 annual meeting. Stockholders also ratified Ernst & Young LLP as independent registered public accountants for 2026 and approved, on a non-binding basis, the company’s executive compensation.

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.
New incentive plan shares 7,000,000 shares Increase in shares available under Stock Incentive Plan
Heggie director votes for 176,939,696 Votes for director Theresa M. Heggie
McKee director votes for 178,820,838 Votes for director Amy E. McKee, M.D.
Stonehouse director votes for 173,944,412 Votes for director Jon P. Stonehouse
Auditor ratification for votes 210,304,554 Votes for ratifying Ernst & Young LLP for 2026
Say-on-pay for votes 126,098,528 Votes for advisory executive compensation resolution
Incentive Plan Proposal for votes 119,765,948 Votes for amended Stock Incentive Plan
Stock Incentive Plan financial
"a proposal to amend and restate the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
broker non-votes financial
"In addition, there were 34,037,643 broker non-votes for each director."
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.
non-binding, advisory vote financial
"holding a non-binding, advisory vote approving the Company’s executive compensation"
independent registered public accountants financial
"ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2026"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
Annual Meeting of Stockholders financial
"at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BioCryst Pharmaceuticals, Inc."
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0000882796 0000882796 2026-06-11 2026-06-11 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): June 11, 2026

 

BioCryst Pharmaceuticals, Inc.

(Exact name of registrant as specified in charter)

 

Delaware 000-23186 62-1413174
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

 

4505 Emperor Blvd., Suite 200

Durham, North Carolina 27703

(Address of Principal Executive Offices) (Zip Code)

 

(919) 859-1302

(Registrant’s telephone number, including area code)  

 

________________________________________

(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 BCRX Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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

 

Amended and Restated Stock Incentive Plan

 

On June 11, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved, by the affirmative vote of a majority of the shares of the Company’s common stock represented in person or by proxy at the Annual Meeting and voting on the proposal, a proposal to amend and restate the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (such plan, as amended and restated, the “Stock Incentive Plan”), increasing the number of shares available for issuance under the Stock Incentive Plan by 7,000,000 shares (the “Incentive Plan Proposal”). A detailed description of the Stock Incentive Plan is included in the Company’s Definitive Proxy Statement for the Annual Meeting. The description of the Stock Incentive Plan in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Incentive 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.

 

The Annual Meeting was held on June 11, 2026 for the purpose of (1) electing three directors to serve for a term ending at the Company’s 2029 annual meeting of stockholders and until a successor is duly elected and qualified; (2) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2026; (3) holding a non-binding, advisory vote approving the Company’s executive compensation; and (4) approving the Incentive Plan Proposal described in Item 5.02 above.

 

The nominees for director were elected by the following votes:

 

  FOR   WITHHELD
Theresa M. Heggie 176,939,696   6,915,770
Amy E. McKee, M.D. 178,820,838   5,034,628
Jon P. Stonehouse 173,944,412   9,911,054

 

 

In addition, there were 34,037,643 broker non-votes for each director.

 

The proposed ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2026 was approved by the following votes:

 

FOR 210,304,554
AGAINST 7,192,262
ABSTAIN 396,293

 

The proposed non-binding, advisory resolution regarding executive compensation was approved by the following votes:

 

FOR 126,098,528
AGAINST 56,797,571
ABSTAIN 959,367
BROKER NON-VOTES 34,037,643

 

The Incentive Plan Proposal was approved by the following votes:

 

FOR 119,765,948
AGAINST 63,275,217
ABSTAIN 814,301
BROKER NON-VOTES 34,037,643

 

 

 

 

There was no other business voted upon at the Annual Meeting.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description

 

10.1BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (as amended and restated as of April 20, 2026).

 

104Cover 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:  June 12, 2026   BioCryst Pharmaceuticals, Inc.
   

 

 

By:

 

 

/s/ Alane Barnes

      Alane Barnes
      Chief Legal Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did BioCryst (BCRX) stockholders approve at the 2026 annual meeting?

BioCryst stockholders approved four key items: election of three directors through 2029, ratification of Ernst & Young LLP as 2026 auditors, a non-binding advisory vote on executive compensation, and an amended Stock Incentive Plan adding 7,000,000 shares for future equity awards.

How many new shares did BioCryst (BCRX) add to its Stock Incentive Plan?

Stockholders approved an increase of 7,000,000 shares available under BioCryst’s Stock Incentive Plan. These shares may be used for future equity-based compensation awards to employees, directors, and other eligible participants under the plan’s terms.

Were BioCryst’s 2026 director nominees elected at the annual meeting?

Yes. Theresa M. Heggie, Amy E. McKee, M.D., and Jon P. Stonehouse were elected as directors. Each will serve until BioCryst’s 2029 annual meeting of stockholders and until a successor is duly elected and qualified according to the company’s governance framework.

Did BioCryst (BCRX) stockholders approve the company’s executive compensation?

Yes. Stockholders approved a non-binding, advisory resolution on executive compensation with 126,098,528 votes for, 56,797,571 against, and 959,367 abstentions. There were also 34,037,643 broker non-votes recorded on this advisory compensation proposal.

Who will serve as BioCryst’s independent registered public accountants for 2026?

Ernst & Young LLP will serve as BioCryst’s independent registered public accountants for 2026. Stockholders ratified their appointment with 210,304,554 votes for, 7,192,262 against, and 396,293 abstentions, reflecting strong overall support for the selected audit firm.

How did BioCryst (BCRX) stockholders vote on the Incentive Plan Proposal?

The Incentive Plan Proposal passed with 119,765,948 votes for, 63,275,217 against, and 814,301 abstentions, plus 34,037,643 broker non-votes. This approval allows the company to issue an additional 7,000,000 shares under its amended and restated Stock Incentive Plan.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents