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EyePoint (EYPT) investors approve 4.9M-share incentive plan increase and all 2026 AGM proposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EyePoint, Inc. reported results from its 2026 Annual Meeting of Stockholders held via live webcast. Stockholders approved an amendment to the 2023 Long-Term Incentive Plan, increasing the shares of common stock authorized for issuance under the plan by 4,900,000 shares.

As of the April 21, 2026 record date, 83,795,203 shares were outstanding, and 71,010,327 shares, or 84.74%, were represented to constitute a quorum. Stockholders elected all nominated directors, approved on an advisory basis the compensation of named executive officers, and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
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.
Incentive plan share increase 4,900,000 shares Additional common stock authorized under 2023 Long-Term Incentive Plan
Shares outstanding 83,795,203 shares Common stock issued and outstanding as of April 21, 2026
Shares represented at meeting 71,010,327 shares Shares present or by proxy at 2026 Annual Meeting (84.74% of eligible)
Votes for plan amendment 49,662,176 votes For Proposal 2 to amend 2023 Long-Term Incentive Plan
Votes for say-on-pay 60,563,563 votes For non-binding advisory vote on named executive officer compensation
Votes for auditor ratification 70,608,563 votes For ratifying Deloitte & Touche LLP for fiscal year ending December 31, 2026
2023 Long-Term Incentive Plan financial
"approved an amendment to the EyePoint, Inc. 2023 Long-Term Incentive Plan"
non-binding advisory vote financial
"stockholders approved, on a non-binding advisory basis, the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche 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.
broker non-votes financial
"Broker Non-Votes | | | 7,997,570"
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.
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false000131410200013141022026-06-182026-06-18

 

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

 

 

EyePoint, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-51122

26-2774444

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

480 Pleasant Street

 

Watertown, Massachusetts

 

02472

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (617) 926-5000

 

 

(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

 

EYPT

 

The Nasdaq Global Market

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

 

EyePoint, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 18, 2026 via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved an amendment (the “Plan Amendment”) to the EyePoint, Inc. 2023 Long-Term Incentive Plan (as amended, the “2023 Plan”) to increase the number of shares of common stock of the Company (“Common Stock”) authorized for issuance thereunder by 4,900,000 shares.

 

A summary of the Plan Amendment is set forth in the Company’s 2026 Annual Meeting Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). That summary and the above description of the Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

On April 21, 2026, the record date for the Annual Meeting, there were 83,795,203 shares of Common Stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 71,010,327 or 84.74%, were present in person via virtual communication or voted by proxy, which constituted a quorum. Each stockholder is entitled to one vote for each share held and cumulative voting for directors is not permitted. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal No. 1. Election of Directors

The Company’s stockholders elected the following directors to the Board, each to serve until the Company’s 2027 Annual Meeting of Stockholders and until such person’s successor is duly elected and qualified. The voting on this proposal is set forth below:

 

 

Vote Type

 

Vote Results

 

Göran Ando, M.D.

 

For

 

 

59,796,165

 

 

 

Withheld

 

 

3,216,592

 

 

 

Broker Non-Votes

 

 

7,997,570

 

Jay S. Duker, M.D.

 

For

 

 

62,424,283

 

 

 

Withheld

 

 

588,474

 

 

 

Broker Non-Votes

 

 

7,997,570

 

John B. Landis, Ph.D.

 

For

 

 

62,146,666

 

 

 

Withheld

 

 

866,091

 

 

 

Broker Non-Votes

 

 

7,997,570

 

Wendy DiCicco

 

For

 

 

61,675,612

 

 

 

Withheld

 

 

1,337,145

 

 

 

Broker Non-Votes

 

 

7,997,570

 

Karen Zaderej

 

For

 

 

62,154,600

 

 

 

Withheld

 

 

858,157

 

 

 

Broker Non-Votes

 

 

7,997,570

 

Stuart Duty

 

For

 

 

62,317,098

 

 

 

Withheld

 

 

695,659

 

 

 

Broker Non-Votes

 

 

7,997,570

 

Fred Hassan

 

For

 

 

61,862,078

 

 

 

Withheld

 

 

1,150,679

 

 

 

Broker Non-Votes

 

 

7,997,570

 

Reginald J. Sanders, M.D.

 

For

 

 

62,327,522

 

 

 

Withheld

 

 

685,235

 

 

 

Broker Non-Votes

 

 

7,997,570

 

 


Proposal No. 2. Amendment to 2023 Long-Term Incentive Plan

The Company’s stockholders approved the 2023 Plan Amendment to increase the number of shares of Common Stock authorized for issuance thereunder by 4,900,000 shares. The voting on this proposal is set forth below:

Vote type

 

Vote Results

 

For

 

 

49,662,176

 

Against

 

 

13,010,393

 

Abstain

 

 

340,188

 

Non Votes

 

 

7,997,570

 

Proposal No. 3. Non-Binding Advisory Vote on Named Executive Officer Compensation

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting on this proposal is set forth below:

Vote type

 

Vote Results

 

For

 

 

60,563,563

 

Against

 

 

2,033,575

 

Abstain

 

 

415,619

 

Non Votes

 

 

7,997,570

 

Proposal No. 4. Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting on this proposal is set forth below:

Vote type

 

Vote Results

 

For

 

 

70,608,563

 

Against

 

 

86,031

 

Abstain

 

 

315,733

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

 

Description

10.1

 

EyePoint, Inc. Amendment No 3. to 2023 Long-Term Incentive Plan.

104

 

Cover Page Interactive Data File (embedded within the inline XBRL document)

 


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.

 

 

 

EYEPOINT, INC.

 

 

 

 

Date:

June 22, 2026

By:

/s/ George O. Elston

 

 

 

George O. Elston
Executive Vice President and Chief Financial Officer

 


FAQ

What did EyePoint (EYPT) shareholders approve for the 2023 Long-Term Incentive Plan?

Shareholders approved an amendment to EyePoint’s 2023 Long-Term Incentive Plan, increasing the number of common shares authorized for issuance by 4,900,000. This expands the pool available for equity-based awards to employees, directors, and other eligible participants under the plan.

How many EyePoint (EYPT) shares were eligible to vote at the 2026 Annual Meeting?

On the April 21, 2026 record date, 83,795,203 shares of EyePoint common stock were issued, outstanding, and entitled to vote. This figure represents the full voting base used to determine quorum and voting outcomes for all proposals at the Annual Meeting.

What level of shareholder participation did EyePoint (EYPT) have at the 2026 Annual Meeting?

EyePoint reported that 71,010,327 shares, or 84.74% of the 83,795,203 shares entitled to vote, were present or represented by proxy. This level of participation satisfied quorum requirements, allowing all proposals on the agenda to be validly considered and voted upon.

Did EyePoint (EYPT) shareholders support the amendment to the 2023 plan?

Yes. For the amendment to the 2023 Long-Term Incentive Plan, 49,662,176 votes were cast in favor, 13,010,393 against, and 340,188 abstained, with 7,997,570 broker non-votes. This vote approved the 4,900,000-share increase in the plan’s authorized common stock.

How did EyePoint (EYPT) shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of EyePoint’s named executive officers. The vote totaled 60,563,563 for, 2,033,575 against, and 415,619 abstentions, with 7,997,570 broker non-votes, indicating support for the disclosed pay programs.

Which audit firm did EyePoint (EYPT) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as EyePoint’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote counted 70,608,563 shares for, 86,031 against, and 315,733 abstaining, confirming Deloitte & Touche LLP’s appointment.

Filing Exhibits & Attachments

2 documents