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Immunic (IMUX) investors boost equity pool and reelect directors at 2026 meeting

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

Rhea-AI Filing Summary

Immunic, Inc. reported results from its annual stockholder meeting. Stockholders approved an amendment to the 2019 Omnibus Equity Incentive Plan, increasing shares authorized for issuance under the plan by 6,000,000 to a total of 8,644,887 common shares. This expands the pool available for employee and director equity awards.

Three Class III directors – Michael Bonney, Thorvald Nagel and Richard Rudick – were elected to serve until the 2029 annual meeting. Stockholders also ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • Stockholders approved adding 6,000,000 shares to the equity incentive plan, raising the plan reserve to 8,644,887 shares, which creates capacity for additional stock-based awards that could be materially dilutive over time.

Insights

Immunic expands equity plan and confirms board, a routine but dilutive step.

Stockholders approved adding 6,000,000 shares to Immunic’s 2019 Omnibus Equity Incentive Plan, bringing the plan reserve to 8,644,887 shares. This significantly enlarges the pool for future stock-based compensation to executives, directors and employees.

The meeting also elected three Class III directors to serve until the 2029 annual meeting and ratified Baker Tilly US, LLP as auditor for the 2026 fiscal year. These actions reflect normal governance processes. The larger equity pool may lead to future dilution, depending on how aggressively awards are granted.

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.
Equity plan increase 6,000,000 shares Additional shares authorized for issuance under 2019 Omnibus Equity Incentive Plan
Total plan reserve 8,644,887 shares Total common stock authorized for issuance under the plan after amendment
Shares entitled to vote 13,621,483 shares Common stock entitled to vote at the annual meeting
Shares present 8,885,263 shares Shares present in person or by proxy, constituting a quorum
Votes for equity plan amendment 4,391,782 votes Stockholder approval of amendment to the 2019 Omnibus Equity Incentive Plan
Votes for auditor ratification 8,566,232 votes Support for Baker Tilly US, LLP as auditor for fiscal 2026
2019 Omnibus Equity Incentive Plan financial
"stockholders approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan, as amended (the “Plan”)"
broker non-votes financial
"Mr. Michael Bonney | | 5,692,503 | | 85,660 | | 3,107,100 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.
independent registered public accounting firm financial
"to ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
quorum financial
"there were present at the Meeting, in person or by proxy, 8,885,263 shares, which constituted a quorum for the Meeting"
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.
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false 0001280776 0001280776 2026-06-29 2026-06-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 


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 29, 2026

 

IMMUNIC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36201 56-2358443
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer Identification No.)

 

1200 Avenue of the Americas, Suite 200

New York, NY 10036

USA

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (332) 255-9818 

 

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 exchange on which registered
Common Stock, par value $0.0001 IMUX The Nasdaq Stock Market LLC

 

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 (§ 240.12b2 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. Yes ☐ No ☐

 

 

 

 

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

 

On June 29, 2026, Immunic, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of common stock, par value $0.0001 per share (“common stock”), authorized for issuance by 6,000,000 shares to a total of 8,644,887 shares (the “Amendment”).

 

A description of the material terms of the Amendment is set forth under the heading “Proposal Number 2 —To Approve an Amendment to the Existing 2019 Omnibus Plan” in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2026, which description is hereby incorporated into this Item 5.02 by reference. A copy of the Plan, as amended by the Amendment, is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.

 

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

 

The total number of shares of common stock entitled to vote at the Meeting was 13,621,483, and there were present at the Meeting, in person or by proxy, 8,885,263 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:

 

(1) to elect Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick as Class III Directors to serve until our 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

 

(2) to approve the Amendment to the Plan; and

 

(3) to ratify the appointment of Baker Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

The final results of the stockholders’ votes at the Meeting are set forth below:

 

Proposal 1: Election of Class III Directors

 

NOMINEE   FOR   WITHHELD   BROKER NON-VOTES
Mr. Michael Bonney   5,692,503   85,660   3,107,100
Mr. Thorvald Nagel   5,064,713   713,450   3,107,100
Dr. Richard Rudick   5,688,265   89,898   3,107,100

  

Each of the three nominees was elected to the Board, each to hold office until the Company’s 2029 annual meeting of stockholders and until their respective successors are elected and qualified.

 

Proposal 2: Approval of the Amendment to the Plan

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
4,391,782   1,361,843   24,538   3,107,100

 

The proposal was approved.

 

Proposal 3: Ratification of Appointment of Baker Tilly as Independent Registered Public Accounting Firm

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
8,566,232   249,436   69,595   —

 

The proposal was approved.

 

The disclosure set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

 

 Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1  Immunic, Inc. 2019 Omnibus Equity Incentive Plan, as amended
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. 

 

Dated: June 29, 2026 Immunic, Inc.
     
  By: /s/ Erik Lundgren
    Erik Lundgren
    Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Immunic (IMUX) shareholders approve regarding the 2019 Omnibus Equity Incentive Plan?

Shareholders approved an amendment to Immunic’s 2019 Omnibus Equity Incentive Plan, increasing shares authorized for issuance by 6,000,000 to a total of 8,644,887. This larger pool supports future equity awards to executives, directors and employees as part of the company’s compensation strategy.

How many Immunic (IMUX) shares were entitled to vote and present at the 2026 annual meeting?

A total of 13,621,483 Immunic common shares were entitled to vote at the meeting, and 8,885,263 shares were present in person or by proxy. This participation level constituted a quorum, allowing all proposals to be validly considered and voted upon.

Which directors were elected at Immunic’s 2026 annual stockholder meeting?

Shareholders elected Michael Bonney, Thorvald Nagel, and Richard Rudick as Class III directors. Each will serve until Immunic’s 2029 annual meeting of stockholders and until a successor is duly elected and qualified, maintaining continuity on the board.

What were the voting results on Immunic’s equity plan amendment proposal?

The amendment to the equity plan received 4,391,782 votes for, 1,361,843 against, and 24,538 abstentions, with 3,107,100 broker non-votes. This support approved expanding the equity incentive share reserve for future stock-based compensation grants.

Which audit firm did Immunic (IMUX) shareholders ratify for fiscal year 2026?

Shareholders ratified Baker Tilly US, LLP as Immunic’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote was strongly supportive, with 8,566,232 for, 249,436 against, and 69,595 abstentions.

Did all proposals at Immunic’s 2026 annual meeting receive stockholder approval?

Yes. Stockholders elected all three Class III director nominees, approved the amendment to the 2019 Omnibus Equity Incentive Plan, and ratified Baker Tilly US, LLP as auditor for 2026. Each proposal received sufficient votes under the company’s governing standards.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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