Byrna Technologies shareholders elect eight directors

A total of 17,091,057 shares were represented, approximately 73.0% of the 23,404,754 shares entitled to vote as of August 18, 2026.

Rhea-AI Filing Summary

Byrna Technologies Inc. stockholders elected all eight director nominees at the September 25, 2026 annual meeting: Conn Davis, Leonard Elmore, Herbert Hughes, TJ Kennedy, Rose Lopez Keravuori, Matthew McBrady, Ph.D., Chris Lavern Reed and Adam Roth. They will serve until the 2027 annual meeting or until their successors are elected and qualified. A total of 17,091,057 shares were present or represented, approximately 73.0% of the 23,404,754 shares outstanding and entitled to vote as of August 18, 2026.

Stockholders ratified EisnerAmper LLP as the independent registered public accountants for the fiscal year ending November 30, 2026. They also approved, on a non-binding basis, the compensation of the named executive officers described in the company’s proxy statement.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented: 17,091,057 shares Shares outstanding and entitled to vote: 23,404,754 shares Shares represented: Approximately 73.0% +3 more

6 metrics

Shares represented 17,091,057 shares Present or represented at the September 25, 2026 annual meeting

Shares outstanding and entitled to vote 23,404,754 shares As of August 18, 2026, the annual meeting record date

Shares represented Approximately 73.0% Share of outstanding shares represented at the annual meeting

Votes for auditor ratification 16,406,202 votes Ratification of EisnerAmper LLP for the fiscal year ending November 30, 2026

Votes for executive compensation 8,783,248 votes Non-binding approval of named executive officer compensation

Votes for Matthew McBrady, Ph.D. 11,639,985 votes Election of director nominees

Key Terms

quorum, broker non-votes, non-binding basis

3 terms

quorum technical

"constituted a quorum for the transaction of business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"abstained votes and broker non-votes did not count as votes against"

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 basis regulatory

"approved on a non-binding basis"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the results of BYRN’s 2026 annual meeting?

Stockholders elected eight director nominees, ratified EisnerAmper LLP as the independent registered public accountants for the fiscal year ending November 30, 2026, and approved named executive officer compensation on a non-binding basis.

How did BYRN shareholders vote on executive compensation?

The compensation of the named executive officers was approved on a non-binding basis, with 8,783,248 votes for, 1,556,869 against and 1,468,543 abstentions; there were 5,282,397 broker non-votes.

How many BYRN shares were represented at the 2026 annual meeting?

A total of 17,091,057 shares were present or represented, approximately 73.0% of the 23,404,754 shares outstanding and entitled to vote as of August 18, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 04:32 PM Accepted by SEC EDGAR 09/29/2026 - 04:32 PM Learn about SEC filing dates

false 0001354866 0001354866 2026-09-25 2026-09-25

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): September 25, 2026

BYRNA TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40385	71-1050654
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Burtt Road, Suite 115

Andover, MA 01810

(Address and Zip Code of principal executive offices)

(978) 868-5011

(Registrant’s telephone number, including area code)

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 exchange on which registered
Common Stock, $0.001 par value	BYRN	Nasdaq Capital 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 ☐

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.

On September 25, 2026, Byrna Technologies Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual meeting format. There were an aggregate of 17,091,057 shares of common stock present or represented by proxy at the Annual Meeting, which represented approximately 73.0% of the 23,404,754 shares of common stock outstanding and entitled to vote as of August 18, 2026, the record date for the Annual Meeting, and which constituted a quorum for the transaction of business. The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 2, 2026 (the “Proxy Statement”), are set forth below.

Proposal 1 - Election of Directors

The Company’s stockholders elected each of the eight director nominees named in the Proxy Statement to serve on the Company’s Board of Directors until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified. Due to the voting requirement of a majority of votes cast, abstained votes and broker non-votes did not count as votes against. The results of the election were as follows:

Name		Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Conn Davis		8,999,615		1,560,614		1,248,431		5,282,397
Leonard Elmore		8,371,919		2,184,574		1,252,167		5,282,397
Herbert Hughes		8,389,836		2,172,999		1,245,825		5,282,397
TJ Kennedy		8,513,564		2,049,881		1,245,215		5,282,397
Rose Lopez Keravuori		9,664,496		636,367		1,507,797		5,282,397
Matthew McBrady, Ph.D.		11,639,985		122,946		45,729		5,282,397
Chris Lavern Reed		8,604,319		2,043,426		1,160,915		5,282,397
Adam Roth		8,508,040		1,939,224		1,361,396		5,282,397

Proposal 2 - Ratification of the Appointment of EisnerAmper LLP

The Company’s stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accountants for the fiscal year ending November 30, 2026. There were no broker non-votes on this proposal. The results of the vote were as follows:

Votes For		Votes Against		Votes Abstained
16,406,202		301,617		383,238

Proposal 3 – Approval, on a Non-Binding Basis, of the Compensation of the Company’s Executive Officers

The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved on a non-binding basis. The results of the vote were as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
8,783,248		1,556,869		1,468,543		5,282,397

No other matters were submitted to a vote of the Company’s stockholders at the Annual Meeting.

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.

	BYRNA TECHNOLOGIES INC.
Date: September 29, 2026	By: /s/ Laurilee Kearnes Name: Laurilee Kearnes Title: Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB