Elutia (ELUT) investors approve equity plan amendment and annual say-on-pay

Rhea-AI Filing Summary

Elutia Inc. reported results of its 2026 annual stockholder meeting and an approved change to its long-term incentive plan. Stockholders approved a First Amendment to the Amended and Restated 2020 Incentive Award Plan, adding authorization for an additional 3,000,000 shares of Class A common stock for awards, extending the plan’s annual share increase feature through January 1, 2036 and moving the plan termination date to the tenth anniversary of the April 22, 2026 amendment date.

All other proposals passed, including election of two Class III directors to terms ending in 2029, ratification of PricewaterhouseCoopers LLP as auditor for 2026, and advisory approval of executive compensation. Stockholders also advised holding future say-on-pay votes every year, and the board chose an annual frequency accordingly.

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

Incentive plan share increase: 3,000,000 shares Meeting quorum shares: 34,041,545 shares Quorum percentage: 77.0% +5 more

8 metrics

Incentive plan share increase 3,000,000 shares Additional Class A common stock authorized for awards under 2020 Plan

Meeting quorum shares 34,041,545 shares Class A common stock present or by proxy at June 11, 2026 meeting

Quorum percentage 77.0% Portion of Class A common stock outstanding as of April 17, 2026 record date

Director vote – Kevin Rakin 26,902,953 for / 190,368 withheld Election as Class III director to 2029

Auditor ratification votes for 33,866,728 votes Approval of PricewaterhouseCoopers LLP as 2026 auditor

Say-on-pay votes for 25,617,864 votes Advisory approval of named executive officer compensation

Say-on-pay frequency – 1 year 20,932,402 votes Stockholder preference for annual advisory vote on compensation

Plan annual increase extension Through January 1, 2036 Extended annual share increase feature under 2020 Plan

Key Terms

First Amendment, 2020 Incentive Award Plan, broker non-votes, say-on-pay, +1 more

5 terms

First Amendment regulatory

"approved the First Amendment (the “First Amendment”) to the Company’s Amended and Restated 2020 Incentive Award Plan"

2020 Incentive Award Plan financial

"the Company’s Amended and Restated 2020 Incentive Award Plan, as amended (the “2020 Plan”)"

broker non-votes regulatory

"Votes FOR | Votes WITHHELD | Broker Non-Votes"

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.

say-on-pay financial

"approval, on an advisory, non-binding basis of the compensation of the Company’s named executive officers"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"ratification of the appointment of PricewaterhouseCoopers 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.

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Understanding 8-K Material Events →

0001708527false00017085272026-06-112026-06-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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

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ELUTIA INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-39577	47-4790334
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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20 Firstfield Road

Gaithersburg, MD 20878

(Address of principal executive offices) (Zip Code)

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(240) 247-1170

(Registrant’s telephone number, include area code)

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N/A

(Former name or former address, if changed since last report)

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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:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbols	​ ​ ​	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share		ELUT		The Nasdaq Capital Market

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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).

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Emerging growth company ☐

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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. ☐

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

On April 22, 2026 (the “Amendment Date”), the Board of Directors of Elutia Inc. (the “Company”) approved the First Amendment (the “First Amendment”) to the Company’s Amended and Restated 2020 Incentive Award Plan, as amended (the “2020 Plan”), subject to stockholder approval. The stockholders of the Company approved the First Amendment at the Company’s 2026 Annual Meeting of Stockholders on June 11, 2026. Among other things, the First Amendment: (i) increased the number of shares authorized for issuance of awards under the 2020 Plan by an additional 3,000,000 shares of the Company’s Class A common stock; (2) extended the annual increase of shares of the Company’s Class A common stock authorized under the 2020 Plan through January 1, 2036 (the tenth January 1 after the Amendment Date); and (3) extended the termination date of the 2020 Plan to the tenth anniversary of the Amendment Date. The Company included a description of the material terms of the First Amendment and the 2020 Plan, as amended thereby, in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”) and incorporates it by reference. The descriptions of the First Amendment and the 2020 Plan contained in this report and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2020 Plan and the First Amendment, which are filed as Exhibits 10.1 and 10.2 to this report.

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

On June 11, 2026, the Company held its annual meeting of stockholders. A total of 34,041,545 shares of the Company’s Class A common stock were present in person or represented by proxy at the meeting, representing approximately 77.0% of the Company’s Class A common stock outstanding as of the April 17, 2026 record date. The voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s proxy statement, are as follows:

Proposal 1 – Election of two Class III directors to hold office until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified:

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​	Votes FOR	Votes WITHHELD	Broker Non-Votes
David Colpman	25,384,500	1,708,821	6,948,224
Kevin Rakin	26,902,953	190,368	6,948,224

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Accordingly, the nominees for Class III directors were elected.

Proposal 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

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Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
33,866,728	174,255	562	-

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Accordingly, the Company’s stockholders approved Proposal 2 set forth above.

Proposal 3 – Approval of the First Amendment to the Elutia Inc. Amended and Restated 2020 Incentive Award Plan:

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Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
22,421,769	3,540,699	1,130,851	6,948,226

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Accordingly, the Company’s stockholders approved Proposal 3 set forth above.

Proposal 4 – Approval, on an advisory, non-binding basis of the compensation of the Company’s named executive officers:

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Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
25,617,864	336,249	1,139,206	6,948,226

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Accordingly, the Company’s stockholders approved Proposal 4 set forth above.

Proposal 5 – Approval, on an advisory, non-binding basis, of the frequency of future advisory say-on-pay votes:

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Every 1 Year	Every 2 Years	Every 3 Years	Abstain	Broker Non-Votes
20,932,402	1,849,469	4,161,721	149,728	6,948,225

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Accordingly, the Company’s stockholders recommended a frequency of “Every 1 Year” for Proposal 5 set forth above. Consistent with the results of the stockholder advisory vote on proposal 5, the Company's Board of Directors has determined that the Company will hold future stockholder advisory votes on executive compensation on an annual basis until the next shareholder advisory vote on the frequency of such advisory votes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	​ ​ ​	Exhibit Description
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10.1	​	Elutia Inc. Amended and Restated 2020 Incentive Award Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement related to its 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 27, 2023 (Commission File No. 001-39577))
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10.2	​	First Amendment to Elutia Inc. Amended and Restated 2020 Incentive Award Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement related to its 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 22, 2026 (Commission File No. 001-39577))
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104	​	Cover Page Interactive Data File (formatted as Inline XBRL document)

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SIGNATURES

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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.

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	ELUTIA INC.
Date: June 16, 2026	By:	/s/ Matthew Ferguson
		Matthew Ferguson
		Chief Financial Officer

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FAQ

What did Elutia Inc. (ELUT) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing two Class III directors through 2029, ratifying PricewaterhouseCoopers LLP as 2026 auditor, amending the 2020 Incentive Award Plan, and giving advisory support to executive pay and annual say-on-pay frequency.

How many shares were added to Elutia’s 2020 Incentive Award Plan?

The First Amendment increased shares authorized for issuance of awards by 3,000,000 Class A common shares. This expands the pool available for equity-based compensation under the 2020 Incentive Award Plan going forward, subject to the plan’s terms and limits.

What quorum did Elutia (ELUT) achieve at the June 11, 2026 meeting?

A total of 34,041,545 Class A common shares were present or represented by proxy, equal to approximately 77.0% of shares outstanding on the April 17, 2026 record date. This level satisfied quorum requirements for conducting official business.

How did Elutia shareholders vote on executive compensation in 2026?

Shareholders gave advisory approval to named executive officer compensation, with 25,617,864 votes for, 336,249 against and 1,139,206 abstaining, plus 6,948,226 broker non-votes. This non-binding vote supports the company’s existing pay practices for executives.

What say-on-pay vote frequency did Elutia (ELUT) stockholders recommend?

Stockholders recommended an advisory say-on-pay vote every one year, with 20,932,402 votes for annual, 1,849,469 for two years, and 4,161,721 for three years. The board decided to follow this result and hold annual advisory compensation votes until the next frequency vote.

Who was elected to Elutia’s Board of Directors in 2026?

Stockholders elected two Class III directors, David Colpman and Kevin Rakin, to serve until the 2029 annual meeting and until their successors are elected and qualified. Both nominees received more votes for than withheld, confirming their election to the board.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.4 KB