Dyadic holders back reverse stock split plan

Dyadic International reported results from its 2026 Annual Meeting of Shareholders.

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Form Type

8-K

Rhea-AI Filing Summary

Dyadic International reported results from its 2026 Annual Meeting of Shareholders. Shareholders elected Class I director Seth J. Herbst, M.D., with 18,121,850 votes for and 1,174,107 withheld, plus 10,313,240 broker non-votes. They approved the board’s authorization to implement a reverse stock split within the ratio range described in the proxy, with 25,419,068 votes for, 3,725,962 against, and 464,167 abstentions. Shareholders also ratified Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, by 28,623,686 votes for, 517,907 against, and 467,604 abstentions. An advisory vote on executive compensation passed with 18,213,001 votes for, 343,799 against, 739,157 abstentions, and 10,313,240 broker non-votes.

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

Director election votes for: 18,121,850 votes Director election withheld: 1,174,107 votes Reverse split votes for: 25,419,068 votes +3 more

6 metrics

Director election votes for 18,121,850 votes For Seth J. Herbst, M.D. as Class I director

Director election withheld 1,174,107 votes Withheld for Seth J. Herbst, M.D.

Reverse split votes for 25,419,068 votes Authorization to effect reverse stock split

Reverse split votes against 3,725,962 votes Authorization to effect reverse stock split

Auditor ratification votes for 28,623,686 votes Ratification of Crowe LLP for fiscal year ending Dec. 31, 2026

Say-on-pay votes for 18,213,001 votes Advisory vote on executive compensation

Key Terms

reverse stock split, broker non-votes, independent registered public accounting firm, advisory vote

4 terms

reverse stock split financial

"To approve the board of directors’ authorization to effect, at its discretion, a reverse stock split of the Company’s common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

broker non-votes financial

"Seth J. Herbst, M.D | | 18,121,850 | | 1,174,107 | | 10,313,240"

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.

independent registered public accounting firm financial

"Ratification of appointment of Crowe LLP as the Company’s independent registered public accounting firm"

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.

advisory vote financial

"Advisory vote on compensation of the Company’s named executive officers as described in the Proxy Statement."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

FAQ

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

What did Dyadic International (DYAI) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including a reverse stock split authorization, director election, auditor ratification, and executive compensation. These votes maintain board flexibility on capital structure and confirm support for current governance, pay practices, and the choice of Crowe LLP as auditor.

How did Dyadic (DYAI) shareholders vote on the reverse stock split authorization?

Shareholders approved the board’s authority to implement a reverse stock split, with 25,419,068 votes for, 3,725,962 against, and 464,167 abstentions. The actual split ratio will be chosen within the range described in the company’s Definitive Proxy Statement for the 2026 Annual Meeting.

Was Dyadic International’s Class I director nominee elected at the 2026 meeting?

Yes. Seth J. Herbst, M.D. was elected as a Class I director to serve until the 2029 Annual Meeting, receiving 18,121,850 votes for and 1,174,107 withheld, with 10,313,240 broker non-votes recorded. This vote continues his service on Dyadic’s board of directors.

Did Dyadic (DYAI) shareholders ratify Crowe LLP as auditor for 2026?

Shareholders ratified Crowe LLP as Dyadic’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 28,623,686 for, 517,907 against, and 467,604 abstentions, indicating broad support for continuing with Crowe LLP as external auditor.

How did Dyadic International shareholders vote on executive compensation in 2026?

In the advisory say-on-pay vote, shareholders cast 18,213,001 votes for the compensation of named executive officers, 343,799 against, and 739,157 abstentions, with 10,313,240 broker non-votes. This non-binding approval signals general shareholder support for the company’s executive pay program.

Does Dyadic’s 2026 meeting vote mean the reverse split will happen immediately?

The vote authorizes the board to effect a reverse stock split at its discretion within the ratio range in the proxy statement. It does not itself set timing or ratio; the board may choose whether and when to implement a split under this authority.

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

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Accepted by SEC EDGAR 06/22/2026 - 08:30 AM EDT

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 18, 2026

Dyadic International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32513

45-0486747

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1044 North U.S. Highway One, Suite 201
Jupiter, FL 33477

(Address of principal executive offices and zip code)

(561) 743-8333

(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, par value $0.001 per share		DYAI		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 (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 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2026, Dyadic International, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The final voting results with respect to each proposal voted upon at the 2026 Annual Meeting are set forth below:

Proposal 1: Election of Class I director to serve until the Company’s 2029 Annual Meeting of Shareholders.

Nominee		For		Withheld		Broker Non-Votes
Seth J. Herbst, M.D		18,121,850		1,174,107		10,313,240

Proposal 2: To approve the board of directors’ authorization to effect, at its discretion, a reverse stock split of the Company’s common stock, by a ratio in the range set forth in the Company’s Definitive Proxy Statement on Schedule 14A relating to the 2026 Annual Meeting (the “Proxy Statement”).

For		Against		Abstained
25,419,068		3,725,962		464,167

Proposal 3: Ratification of appointment of Crowe LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2026.

For		Against		Abstained
28,623,686		517,907		467,604

Proposal 4: Advisory vote on compensation of the Company’s named executive officers as described in the Proxy Statement.

For		Against		Abstained		Broker Non-Votes
18,213,001		343,799		739,157		10,313,240

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: June 22, 2026

	Dyadic International, Inc.

	By:	/s/ Ping W. Rawson
	Name:	Ping W. Rawson
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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