[8-K] Dyadic International, Inc. Reports Material Event

Rhea-AI Filing Summary

Dyadic International, Inc. (NASDAQ: DYAI) filed an 8-K to disclose the final results of its 20 June 2025 Annual Meeting of Shareholders.

• Director election – Class III: Founder & CEO Mark A. Emalfarb was re-elected to serve until the 2028 meeting with 15,946,385 votes FOR (96.0% of votes cast) versus 421,896 WITHHELD and 7,892,709 broker non-votes.
• Auditor ratification: Crowe LLP was confirmed as independent registered public accounting firm for FY-2025 with an overwhelming 24,013,307 FOR (99.0%), 237,523 AGAINST and 10,160 ABSTAIN.
• Say-on-pay (advisory): Compensation of named executive officers received 15,765,072 FOR (95.9%), 522,744 AGAINST, 80,465 ABSTAIN, and 7,892,709 broker non-votes.
• Say-on-pay frequency: Shareholders strongly preferred an annual advisory vote: 15,443,558 votes for 1-year, handily exceeding 716,692 (2-years) and 13,576 (3-years). Abstentions were 194,455.

Based on these results, the Board and its Compensation Committee have resolved that future advisory votes on executive compensation will be held once every year.

No other matters were brought before the meeting, and there were no disclosures of earnings, major transactions or material events beyond the voting outcomes.

Positive

• Strong shareholder approval for director (96%) and executive pay (96%) signals investor confidence in current leadership.
• Adoption of an annual advisory vote on compensation aligns with best-practice governance standards, potentially reducing governance risk.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine meeting; strong shareholder support; annual say-on-pay adopted.

The director, auditor, and executive compensation proposals all passed with >95% of votes cast, indicating solid investor confidence in management and board oversight. The move to an annual say-on-pay aligns Dyadic with prevailing S&P 1500 practice and may enhance governance transparency. However, because these items are standard and do not change strategy, capital allocation, or fundamentals, the filing is governance-positive but not financially material.

Financial Analyst

TL;DR: Governance housekeeping; no impact on valuation metrics.

The 8-K contains no operating or financial guidance. Re-election of the CEO and confirmation of Crowe LLP should maintain continuity, while annual say-on-pay provides incremental oversight. These factors might slightly improve perception of governance risk but are unlikely to affect cash flows, earnings forecasts, or the stock’s discount rate. Overall investment thesis unchanged.

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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) : June 20, 2025

Dyadic International, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	000-55264 (Commission File Number)	45-0486747 (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 20, 2025, Dyadic International, Inc. (“Dyadic” or the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). The final voting results with respect to each proposal voted upon at the 2025 Annual Meeting are set forth below:

Proposal 1: Election of Class III Directors to serve until the Company's 2028 Annual Meeting of Shareholders.

Nominee			For			Withheld			Broker Non-Votes
Mark A Emalfarb			15,946,385			421,896			7,892,709

Proposal 2: Ratification of Appointment of Crowe LLP as the Company's Independent Registered Public Accounting Firm for the current fiscal year ending December 31, 2025.

For			Against			Abstained
24,013,307			237,523			10,160

Proposal 3: Advisory Vote on compensation of the Company's Named Executive Officers.

For			Against			Abstained			Broker Non-Votes
15,765,072			522,744			80,465			7,892,709

Proposal 4: Advisory Vote on the frequency of the advisory vote on compensation of the Company's Named Executive Officers.

1 Year			2 Years			3 Years			Abstained
15,443,558			716,692			13,576			194,455

In light of these voting results, the board of directors (the “Board”) and the Compensation Committee of the Board have determined that future advisory votes on the Company's executive compensation program shall occur once every one year.

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 24, 2025

	Dyadic International, Inc.
	By:	/s/ Ping W. Rawson
	Name:	Ping W. Rawson
	Title:	Chief Financial Officer

FAQ

How did Dyadic (DYAI) shareholders vote on director Mark A. Emalfarb?

Shareholders cast 15,946,385 votes FOR (96%) and 421,896 WITHHELD, re-electing him through the 2028 meeting.

Was Crowe LLP ratified as Dyadic’s 2025 auditor?

Yes. 24,013,307 votes FOR (99%), 237,523 AGAINST, 10,160 ABSTAIN confirmed Crowe LLP for FY-2025.

What was the outcome of Dyadic's 2025 say-on-pay vote?

Compensation received 15,765,072 FOR (95.9%), 522,744 AGAINST, 80,465 ABSTAIN, passing comfortably.

How often will Dyadic hold future say-on-pay votes?

Following shareholder preference, the Board set the advisory vote on executive compensation to occur once every year.

Did the 8-K include earnings or transaction data for DYAI?

No. The filing solely reported voting results; it contained no financial or transactional disclosures.