Integra LifeSciences (NASDAQ: IART) expands equity plan and elects full board

Rhea-AI Filing Summary

Integra LifeSciences Holdings Corporation reported the results of its 2026 Annual Meeting of Stockholders held on May 7, 2026. Stockholders approved Amendment No. 3 to the Fifth Amended and Restated 2003 Equity Incentive Plan, increasing the number of common shares available for equity awards by 3,550,000 shares.

All director nominees were elected, each receiving over 62 million votes in favor, with broker non-votes of 3,918,311 for each nominee. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2026 fiscal year and approved, on an advisory and non-binding basis, the compensation of the named executive officers.

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

Equity plan share increase: 3,550,000 shares Auditor ratification - For: 72,313,820 votes Say-on-pay - For: 68,472,769 votes +3 more

6 metrics

Equity plan share increase 3,550,000 shares Additional common stock available under 2003 Equity Incentive Plan

Auditor ratification - For 72,313,820 votes Ratification of PricewaterhouseCoopers LLP for 2026 fiscal year

Say-on-pay - For 68,472,769 votes Advisory approval of named executive officer compensation

Plan Amendment - For 68,005,433 votes Approval of Amendment No. 3 to equity incentive plan

Plan Amendment - Against 1,269,231 votes Votes opposing equity incentive plan amendment

Director vote example 68,619,639 For Votes for director nominee Renee W. Lo

Key Terms

Equity Incentive Plan, broker non-vote, independent registered public accounting firm, advisory, non-binding basis, +1 more

5 terms

Equity Incentive Plan financial

"to increase the number of shares of common stock available for awards under the plan by 3,550,000 shares"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

broker non-vote regulatory

"Broker Non-Vote 68,247,357 | 1,037,010 | 31,833 | 3,918,311"

independent registered public accounting firm regulatory

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

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.

advisory, non-binding basis regulatory

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

Definitive Proxy Statement on Schedule 14A regulatory

"in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission"

Understanding 8-K Material Events →

0000917520false00009175202026-05-072026-05-07

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): May 7, 2026

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware			0-26224			51-0317849
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(IRS Employer Identification No.)

1100 Campus Road

Princeton, NJ 08540

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (609) 275-0500

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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 Section12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Exchange on Which Registered
Common Stock, Par Value $.01 Per Share			IART			Nasdaq Global Select Market

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).

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

Integra LifeSciences Holdings Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2026. At the Annual Meeting, the Company’s stockholders approved, among other things, Amendment No. 3 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (the “Plan Amendment”) to increase the number of shares of common stock available for awards under the plan by 3,550,000 shares.

A description of the Plan Amendment is included in the section entitled “Proposal 4. Approval of Amendment No. 3 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1.

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

The Annual Meeting of the Company was held on May 7, 2026. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement, as supplemented by the Supplement to the Proxy Statement filed with the SEC on May 5, 2026. The final results of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Item No. 1: All of the nominees for director of the Board of Directors (the “Board”) of the Company were elected to serve until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth below.

Nominees			For			Against			Abstain			Broker Non-Vote
Keith Bradley, Ph.D.			64,904,372			4,378,288			33,540			3,918,311
Shaundra D. Clay			68,996,420			286,939			32,841			3,918,311
Stuart M. Essig, Ph.D.			68,172,670			1,113,688			29,842			3,918,311
Jeffrey A. Graves, Ph.D.			65,841,917			3,442,844			31,439			3,918,311
Barbara B. Hill			62,241,203			7,042,475			32,522			3,918,311
Renee W. Lo			68,619,639			664,390			32,171			3,918,311
Christian S. Schade			68,247,357			1,037,010			31,833			3,918,311

Item No. 2: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year, by the votes set forth below.

For			Against			Abstain			Broker Non-Vote
72,313,820			863,179			57,512			0

Item No. 3: The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, by the votes set forth below.

For			Against			Abstain			Broker Non-Vote
68,472,769			732,580			110,851			3,918,311

 Item No. 4: The stockholders approved the Plan Amendment, by the votes set forth below:

For			Against			Abstain			Broker Non-Vote
68,005,433			1,269,231			41,536			3,918,311

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Amendment No. 3 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan

104 Cover Page Interactive Data File (embedded within the inline XRBL 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.

			INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: May 8, 2026			By:			/s/ Michael Hutchinson
						Michael Hutchinson
			Title:			Executive Vice President and Chief Legal Officer and
						Secretary

FAQ

What did Integra LifeSciences (IART) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all proposals, including Amendment No. 3 to the 2003 Equity Incentive Plan adding 3,550,000 shares for awards, ratification of PricewaterhouseCoopers LLP as auditor, advisory approval of executive compensation, and the election of all nominated directors.

How many additional shares did Integra LifeSciences (IART) add to its equity incentive plan?

Stockholders approved an increase of 3,550,000 shares of common stock available for awards under Integra LifeSciences’ Fifth Amended and Restated 2003 Equity Incentive Plan through Amendment No. 3 at the 2026 Annual Meeting.

Were all Integra LifeSciences (IART) director nominees elected in 2026?

All director nominees were elected to serve until the 2027 Annual Meeting. Each nominee received more votes “For” than “Against,” with support levels generally above 62 million shares and broker non-votes of 3,918,311 on each director item.

Did Integra LifeSciences (IART) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory and non-binding basis, the compensation of Integra LifeSciences’ named executive officers, with 68,472,769 votes in favor, 732,580 against, 110,851 abstentions, and 3,918,311 broker non-votes.

Who is Integra LifeSciences’ (IART) auditor for the 2026 fiscal year?

Stockholders ratified PricewaterhouseCoopers LLP as Integra LifeSciences’ independent registered public accounting firm for the 2026 fiscal year, with 72,313,820 votes for, 863,179 against, and 57,512 abstentions, and no broker non-votes on this proposal.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 13.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.6 KB