ClearPoint Neuro (CLPT) investors approve directors, pay and updated incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ClearPoint Neuro, Inc. held its annual stockholder meeting on May 20, 2026. Stockholders approved the Seventh Amended and Restated 2013 Incentive Compensation Plan, which had previously been adopted by the board subject to stockholder approval, and the full text was filed as an exhibit.

All director nominees were elected to serve until the 2027 annual meeting, each receiving over 9.6 million votes in favor, with additional broker non-votes recorded. Stockholders also ratified Cherry Bekaert LLP as independent auditor for the fiscal year ending December 31, 2026, and gave advisory approval to executive compensation.

Following the meeting, the board set new committee memberships for the audit, compensation, and corporate governance and nominating committees, determining that all members are independent under Nasdaq rules. The board also confirmed R. John Fletcher as Chairman of the Board.

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

Director votes for Joseph M. Burnett: 9,686,224 votes for Director votes for R. John Fletcher: 9,676,332 votes for Auditor ratification for votes: 19,296,330 votes for +4 more

7 metrics

Director votes for Joseph M. Burnett 9,686,224 votes for Election to serve until 2027 annual meeting

Director votes for R. John Fletcher 9,676,332 votes for Director election; later confirmed Chairman

Auditor ratification for votes 19,296,330 votes for Ratification of Cherry Bekaert LLP for 2026

Say-on-pay for votes 8,825,126 votes for Advisory approval of executive compensation

Incentive plan for votes 7,517,634 votes for Approval of Seventh Amended and Restated 2013 Plan

Incentive plan against votes 1,793,261 votes against Approval of Seventh Amended and Restated 2013 Plan

Broker non-votes on say-on-pay 9,991,790 broker non-votes Advisory executive compensation vote

Key Terms

broker non-vote, independent registered public accounting firm, audit committee financial expert, non-employee director, +1 more

5 terms

broker non-vote financial

"For beneficial owners holding the Company’s common stock at a bank or broker institution, a “broker non-vote” occurred if the owner failed to give voting instructions"

independent registered public accounting firm financial

"the selection of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

audit committee financial expert regulatory

"the Board determined that each member qualifies as independent ... and that Mr. Fletcher qualifies as an "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

non-employee director regulatory

"each member qualifies as independent ... and as a "non-employee director" for purposes of Section 16 of the Securities Exchange Act of 1934"

Incentive Compensation Plan financial

"stockholders voted to approve the adoption of the ClearPoint Neuro, Inc. Seventh Amended and Restated 2013 Incentive Compensation Plan"

An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.

Understanding 8-K Material Events →

05/21/2026 - 04:30 PM

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 21, 2026 (May 20, 2026)

CLEARPOINT NEURO, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-34822	58-2394628
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

120 S. Sierra Ave., Suite 100

Solana Beach, California 92075

(Address of principal executive offices, zip code)

(888) 287-9109

(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 each exchange on which registered
Common Stock, $0.01 par value per share	CLPT	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. 


	-1-

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

The annual meeting of the stockholders of ClearPoint Neuro, Inc. (the “Company”) was held on May 20, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to approve the adoption of the ClearPoint Neuro, Inc. Seventh Amended and Restated 2013 Incentive Compensation Plan (the “Plan”). The Company’s Board of Directors (the “Board”) had previously adopted and approved the Plan, subject to stockholder approval. A description of the terms and conditions of the Plan is set forth in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 10, 2026 in connection with the Annual Meeting (the “Proxy Statement”) under “Proposal No. 4 - Approval of the Seventh Amended and Restated 2013 Incentive Compensation Plan,” and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries and are qualified in their entirety by the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Following the Annual Meeting, the Board appointed the following committee memberships, effective upon the conclusion of the Annual Meeting and the resulting change in Board composition:

Audit Committee: Lynnette C. Fallon (Chair), R. John Fletcher, and Timothy T. Richards. The Board determined that each member qualifies as independent under Rule 5605(c)(2)(A) of the Nasdaq Marketplace Rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and that Mr. Fletcher qualifies as an "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K.

Compensation Committee: B. Kristine Johnson (Chair), Linda M. Liau, and Timothy T. Richards. The Board determined that each member qualifies as independent under Rule 5605(d)(2)(A) of the Nasdaq Marketplace Rules and as a "non-employee director" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Corporate Governance and Nominating Committee: R. John Fletcher (Chair), Lynnette C. Fallon, and B. Kristine Johnson. The Board determined that each member qualifies as independent under Rule 5605(e)(1) of the Nasdaq Marketplace Rules.

The Board also confirmed the appointment of Mr. Fletcher as Chairman of the Board.

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, which are described in more detail in the Proxy Statement:


(1)	The election of seven directors to serve until the 2027 annual meeting of stockholders;


(2)	The ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;

     (3)
 
(4)

     The advisory approval of executive compensation; and,
 
The approval of the Company’s Seventh Amended and Restated 2013 Incentive Compensation Plan.

Each proposal was approved and the final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or broker institution, a “broker non-vote” occurred if the owner failed to give voting instructions and the bank or broker did not have discretionary voting authority on that matter, or because the bank or broker chose not to vote on a matter for which it did have discretionary voting authority.


	-2-

Election of Directors. The following named persons were elected as directors of the Company to serve until the 2027 annual meeting of stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal. The votes were cast as follows:


Name	For	Withheld	Broker Non-Votes
Joseph M. Burnett	9,686,224	120,459	9,991,790
Lynnette C. Fallon	9,625,049	181,634	9,991,790
R. John Fletcher	9,676,332	130,351	9,991,790
B. Kristine Johnson	9,628,069	178,614	9,991,790
Matthew B. Klein	9,639,952	166,731	9,991,790
Linda M. Liau	9,601,872	204,811	9,991,790
Timothy T. Richards	9,639,577	167,106	9,991,790

Ratification of Auditors. The stockholders ratified the selection of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:


For	Against	Abstentions	Broker Non-Votes
19,296,330	20,086	482,057	0

Advisory Approval of Executive Compensation. The stockholders, on an advisory basis, approved the compensation of the Company’s executives. The votes were cast as follows:


For	Against	Abstentions	Broker Non-Votes
8,825,126	442,728	538,829	9,991,790

Approval of the Seventh Amended and Restated 2013 Incentive Compensation Plan. The stockholders approved the Company’s Seventh Amended and Restated 2013 Incentive Compensation Plan. The votes were cast as follows:


For	Against	Abstentions	Broker Non-Votes
7,517,634	1,793,261	495,788	9,991,790

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits. Exhibit No.		Description of Exhibit
10.1		ClearPoint Neuro, Inc. Seventh Amended and Restated 2013 Incentive Compensation Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	-3-

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.



Date: May 21, 2026	CLEARPOINT NEURO, INC.

	By:	/s/ Danilo D’Alessandro
		Danilo D’Alessandro
		Chief Financial Officer


	-4-

Source: View Original Filing on SEC EDGAR

FAQ

What did ClearPoint Neuro (CLPT) stockholders approve at the 2026 annual meeting?

Stockholders approved the Seventh Amended and Restated 2013 Incentive Compensation Plan and all other proposals, including director elections, auditor ratification, and advisory approval of executive pay, as described in the company’s proxy materials.

Were all ClearPoint Neuro (CLPT) director nominees elected in 2026?

Yes. All seven director nominees were elected, each receiving over 9.6 million votes in favor, to serve until the 2027 annual meeting or until a successor is duly elected and qualified or earlier departure.

Which auditor did ClearPoint Neuro (CLPT) stockholders ratify for 2026?

Stockholders ratified Cherry Bekaert LLP as ClearPoint Neuro’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with strong support in the ratification vote and no broker non-votes reported.

Did ClearPoint Neuro (CLPT) stockholders approve executive compensation in 2026?

Yes. In an advisory vote, stockholders approved the company’s executive compensation, with 8,825,126 votes for, 442,728 against, 538,829 abstentions, and 9,991,790 broker non-votes recorded on the proposal.

What were the vote results on ClearPoint Neuro’s 2013 Incentive Compensation Plan update?

The Seventh Amended and Restated 2013 Incentive Compensation Plan was approved with 7,517,634 votes for, 1,793,261 against, 495,788 abstentions, and 9,991,790 broker non-votes, allowing continued equity-based incentive awards under the updated plan.

Who is the Chairman of the Board at ClearPoint Neuro (CLPT) after the 2026 meeting?

Following the annual meeting, the board confirmed R. John Fletcher as Chairman of the Board, alongside assigning him to the audit and corporate governance and nominating committees in accordance with applicable Nasdaq independence rules.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 128.9 KB