Harrow Shareholders OK Directors, Equity Plan & Auditor in 8-K Filing

Rhea-AI Filing Summary

Key Takeaway: Harrow Inc.’s 2025 Annual Meeting (18-Jun-2025) produced broad shareholder support on every agenda item, reaffirming governance stability without introducing immediate balance-sheet or earnings effects.

A strong quorum of 31.27 million shares (85.2 % of the 36.69 million entitled) was present. All four director nominees—Mark L. Baum, Adrienne L. Graves, Lauren P. Silvernail and Perry J. Sternberg—were re-elected with at least 98.8 % of votes cast, signalling investor confidence in existing leadership.

The new 2025 Incentive Stock and Awards Plan passed with 21.70 million ‘For’ (90.5 % of votes cast, excl. broker non-votes) versus 1.77 million ‘Against’. The plan gives the board fresh equity-compensation capacity, potentially increasing future dilution if fully utilised.

Audit matters were routine: shareholders ratified Crowe LLP for FY-2025 with 31.23 million ‘For’ (99.8 %), removing audit-continuity uncertainty. Advisory votes showed 94.1 % support for executive pay and 82.5 % support for holding a say-on-pay vote every year.

No M&A, financing, or earnings guidance was disclosed. Overall, this 8-K reflects standard corporate-governance maintenance rather than a catalyst for near-term valuation change.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; directors, pay, auditor all approved with overwhelming support; minimal governance risk change.

Shareholders provided commanding majorities for every proposal, including annual say-on-pay (82.5 % support) and the 2025 equity plan (90 % support). Such endorsement mitigates immediate governance concerns and signals alignment between investors and management. However, the fresh equity pool warrants monitoring for possible dilution, especially given Harrow’s growth-oriented compensation strategy. Broker non-votes (≈7.4 million) were sizeable but not unusual for a mid-cap Nasdaq issuer. Net impact: neutral, with a slight vigilance flag on dilution.

Portfolio Manager

TL;DR: Nothing thesis-changing; watch dilution from new incentive plan, otherwise status quo continues.

The filing contains no operational data, guidance or financing updates—only voting results. Board continuity and auditor ratification remove potential headline risks. The new stock-based plan could edge up share count over time, yet 90 % approval indicates investors accept that trade-off for talent retention. Absent new catalysts, the event is not impactful to near-term valuation or trading strategy.

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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 18, 2025

HARROW, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35814		45-0567010
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1A Burton Hills Blvd., Suite 200
Nashville, Tennessee		37215
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 733-4730

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, $0.001 par value per share		HROW		The Nasdaq Stock Market LLC
8.625% Senior Notes due 2026		HROWL		The Nasdaq Stock Market LLC
11.875% Senior Notes due 2027		HROWM		The Nasdaq Stock Market LLC

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))

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 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The number of shares of common stock entitled to vote at the Annual Meeting was 36,685,171. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 31,271,714. All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:

Proposal 1: Election of Directors

Stockholders voted to elect to the Board of Directors the four (4) director nominees named in the Company’s proxy statement to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified. The results of the voting were:

Directors		For		Withheld		Broker Non-Vote
Mark L. Baum		23,643,847		272,563		7,355,304
Adrienne L. Graves		23,200,214		716,196		7,355,304
Lauren P. Silvernail		23,624,033		292,377		7,355,304
Perry J. Sternberg		23,616,257		300,153		7,355,304

Proposal 2: Approval of the Harrow, Inc. 2025 Incentive Stock and Awards Plan

Stockholders voted to approve the Harrow, Inc. 2025 Incentive Stock and Awards Plan. The results of the voting were:

For		Against		Abstain		Broker Non-Vote
21,700,605		1,773,539		442,266		7,355,304

Proposal 3: Ratification of Auditors

Stockholders ratified the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting were:

For		Against		Abstain		Broker Non-Vote
31,229,548		23,282		18,884		-

Proposal 4: To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of the voting were:

For		Against		Abstain		Broker Non-Vote
22,496,427		971,206		448,777		7,355,304

Proposal 5: To approve on a non-binding, advisory basis, the frequency of a stockholder advisory vote on the compensation of the Company’s named executive officers.

Stockholders approved, on a non-binding, advisory basis, a frequency of one year for a stockholder advisory vote on the compensation of the Company’s named executive officers. The results of the voting were:

One Year		Two Years		Three Years		Abstain		Broker Non-Vote
20,415,407		7,346		2,868,210		625,447		7,355,304

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.

	HARROW, INC.
Dated: June 20, 2025	By:	/s/ Andrew R. Boll
		Andrew R. Boll
		Chief Financial Officer

FAQ

When did Harrow (HROW) hold its 2025 Annual Meeting?

18 June 2025.

How many shares were represented at the meeting?

31,271,714 shares, about 85 % of shares entitled to vote.

Was the 2025 Incentive Stock and Awards Plan approved?

Yes, it received 21.7 million For vs 1.77 million Against.

Which auditing firm was ratified for fiscal 2025?

Crowe LLP was ratified with 99.8 % support.

What frequency of say-on-pay votes did shareholders choose?

Shareholders preferred one year with 20.4 million votes.

Did any proposal fail at the 2025 AGM?

No. All five proposals passed.