GRI Bio holders approve 546,529 more stock plan shares
Beyond the plan amendment, shareholders elected two Class III directors and ratified WithumSmith+Brown, PC for the fiscal year ending December 31, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
GRI Bio, Inc. stockholders approved an amendment and restatement of the 2018 Equity Incentive Plan, increasing the shares reserved for issuance by 546,529 shares and extending the evergreen provision to January 1, 2036. The amendment received 136,205 votes for, 102,978 against and 2,856 abstentions; there were 684,435 broker non-votes.
Stockholders elected W. Marc Hertz, Ph.D. and David Szekeres as Class III directors to serve until the 2029 annual meeting and until their successors are elected and qualified. They also ratified WithumSmith+Brown, PC as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved possible postponement or adjournment to solicit additional proxies if votes were insufficient. A quorum of 926,474 shares, approximately 42.37% of the 2,186,115 eligible shares, was present or represented.
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, or exhibit attachments filed with this report.
Key Figures
Plan shares added: 546,529 shares
Votes for plan amendment: 136,205 votes
Votes against plan amendment: 102,978 votes
+5 more
8 metrics
Plan shares added
546,529 shares
Increase in shares reserved for issuance under the 2018 Equity Incentive Plan
Votes for plan amendment
136,205 votes
Annual Meeting vote
Votes against plan amendment
102,978 votes
Annual Meeting vote
Abstentions on plan amendment
2,856 votes
Annual Meeting vote
Broker non-votes on plan amendment
684,435 votes
Annual Meeting vote
Eligible shares
2,186,115 shares
Issued and outstanding and eligible to vote as of September 22, 2026
Shares present or represented
926,474 shares
Annual Meeting quorum
Eligible shares present or represented
approximately 42.37%
Annual Meeting quorum
Key Terms
evergreen provision, broker non-votes, quorum
3 terms
evergreen provision technical
"extend the evergreen provision to January 1, 2036"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
broker non-votes financial
"684,435 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.
quorum technical
"a quorum of 926,474 shares"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who was elected to GRI's board?
W. Marc Hertz, Ph.D. and David Szekeres were elected as Class III directors, each to serve until the 2029 annual meeting and until a successor is elected and qualified.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 4, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| of incorporation) | ||||||||||||||
(Address of principal executive offices and zip code)
(619 ) 400-1170
(Registrant’s telephone number, including area code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
(e) On November 4, 2026, at 11:00 a.m. Eastern Time, GRI Bio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at www.virtualshareholdermeeting.com/GRI2026. The Company’s stockholders voted to approve an amendment and restatement to the Company’s Amended and Restated 2018 Equity Incentive Plan (the “Plan”), increasing the number of shares of common stock reserved for issuance thereunder by 546,529 shares and extending the evergreen provision to January 1, 2036.
The Plan is described in further detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on September 28, 2026 (the “Proxy Statement”), as amended and supplemented to date, which description is incorporated herein by reference. The complete text of the Plan is set forth in Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference. Of the Company’s 2,186,115 shares of common stock issued and outstanding and eligible to vote as of the record date of September 22, 2026, a quorum of 926,474 shares, or approximately 42.37% of the eligible shares, was present in person or represented by proxy at the Annual Meeting. Each of the matters set forth below is described in detail in the Company’s Proxy Statement. The following actions were taken at the Annual Meeting:
Proposal 1
Election of the following nominees to the Company's Board of Directors, each to serve as Class III directors until the Company’s 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||||||||||
| W. Marc Hertz, Ph.D. | 206,059 | 32,542 | 3,438 | 684,435 | |||||||||||||||||||
| David Szekeres | 204,761 | 35,933 | 1,345 | 684,435 | |||||||||||||||||||
Proposal 2
Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 883,489 | 23,019 | 19,966 | — | |||||||||||||||||
Proposal 3
Approval of an amendment and restatement to the Company’s Amended and Restated 2018 Equity Incentive Plan to (i) increase the aggregate number of shares of common stock available for issuance thereunder by 546,529 and (ii) extend the evergreen provision to January 1, 2036.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 136,205 | 102,978 | 2,856 | 684,435 | |||||||||||||||||
Proposal 4
Approval of any postponement or adjournment of the Annual Meeting, from time to time, if necessary to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to adopt the proposals set forth in the proxy statement.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 828,697 | 57,084 | 40,693 | 684,435 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1# | GRI Bio, Inc. Amended and Restated 2018 Equity Incentive Plan. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
# Management compensation contract or arrangement.
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: November 4, 2026 | GRI Bio, Inc. | |||||||
| By: /s/ Leanne Kelly | ||||||||
| Leanne Kelly | ||||||||
| Chief Financial Officer | ||||||||