InfuSystem (INFU) shareholders back equity plan expansion and 2026 auditor

Rhea-AI Filing Summary

InfuSystem Holdings, Inc. reported results from its 2026 annual stockholder meeting and an update to its equity compensation plan. Stockholders approved a Third Amendment to the 2021 Equity Incentive Plan, increasing the maximum number of shares of common stock reserved for issuance under the plan to 7,000,000 shares. The plan allows a range of equity and cash awards for employees, consultants, and directors, administered by the Board’s Compensation Committee.

All seven Board nominees were elected, each receiving over 11.8 million votes in favor with 3.7 million broker non-votes. On a non-binding, advisory basis, stockholders approved executive compensation with about 11.9 million votes for and 1.1 million against. They also approved the equity plan amendment and ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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 reserve: 7,000,000 shares Say-on-pay votes for: 11,915,842 votes Say-on-pay votes against: 1,071,346 votes +3 more

6 metrics

Equity plan share reserve 7,000,000 shares Maximum common shares reserved under 2021 Equity Incentive Plan after Third Amendment

Say-on-pay votes for 11,915,842 votes Advisory approval of executive compensation at 2026 annual meeting

Say-on-pay votes against 1,071,346 votes Advisory executive compensation proposal opposition

Equity plan amendment votes for 10,770,778 votes Approval of amendment increasing authorized shares under 2021 Equity Plan

Auditor ratification votes for 16,604,725 votes Ratification of Grant Thornton LLP for fiscal year ending December 31, 2026

Broker non-votes on proposals 1–3 3,728,285 Broker non-votes recorded on director elections, say-on-pay, and equity plan amendment

Key Terms

2021 Equity Incentive Plan, broker non-votes, non-binding, advisory basis, independent registered accounting firm, +1 more

5 terms

2021 Equity Incentive Plan financial

"The Third Amendment increased the maximum number of shares of the Company's common stock reserved for issuance under the 2021 Equity Plan to 7,000,000 shares."

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 11,915,842 | 1,071,346 | 83,491 | 3,728,285"

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.

non-binding, advisory basis regulatory

"The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement."

independent registered accounting firm regulatory

"The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's registered independent accounting firm for the fiscal year ending December 31, 2026."

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

0001337013false00013370132026-05-112026-05-11

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 11, 2026

___________________________________

InfuSystem Holdings, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-35020 (Commission File Number)			20-3341405 (I.R.S. Employer Identification Number)
3851 West Hamlin Road Rochester Hills, Michigan 48309
(Address of principal executive offices) (Zip Code)
(248) 291-1210
(Registrant's telephone number, including area code)
			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:

☐			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 $.0001 per share			INFU			NYSE American 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 (§240.12b-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.

At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of InfuSystem Holdings, Inc. (the “Company”) held on May 11, 2026, the Company's stockholders approved the Third Amendment (the “Third Amendment”) to the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which was previously approved by the Company's Board of Directors (the “Board”). The Third Amendment increased the maximum number of shares of the Company's common stock (the “Common Stock”) reserved for issuance under the 2021 Equity Plan to 7,000,000 shares. The terms of the 2021 Plan provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, other equity-based awards and cash awards. The 2021 Plan is administered by the Board's Compensation Committee, which committee has full power to select participants to whom awards may be granted and to determine the types of awards to be granted, the number of shares to be covered by each award granted and the terms and conditions of each award granted, among other things. Eligible participants under the 2021 Plan include employees, consultants, and directors of the Company and its affiliates.

The foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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

At the 2026 Annual Meeting of Stockholders of the Company held on May 11, 2026, the stockholders were asked to vote on four Company proposals. A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below:

Proposal No. 1:

The Company's Board Nominees

			For			Against			Abstain			Broker Non-Votes
Kenneth D. Eichenbaum, MD, MSE			11,921,195			827,929			321,555			3,728,285
Paul A. Gendron			12,614,275			276,474			179,930			3,728,285
Ronald Hundzinksi			12,368,646			611,294			90,739			3,728,285
Beverly A. Huss			11,890,777			847,243			332,659			3,728,285
Carrie Lachance			12,920,694			65,053			84,932			3,728,285
Scott Shuda			11,914,592			834,532			321,555			3,728,285
Dr. John J. Sviokla			12,227,773			521,341			321,565			3,728,285

All seven of the Company's Board nominees (Drs Eichenbaum and Sviokla, Messrs. Gendron, Hundzkinski, and Shuda and Mses. Huss and Lachance) were elected to the Board.

Proposal No. 2:

The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement as follows:

For			Against			Abstain			Broker Non-Votes
11,915,842			1,071,346			83,491			3,728,285

Proposal No. 3:

The Company's stockholders approved the amendment to the Company's 2021 Equity Plan to increase the number of authorized shares under the 2021 Equity Plan as follows:

For			Against			Abstain			Broker Non-Votes
10,770,778			2,199,707			100,194			3,728,285

Proposal No. 4:

The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's registered independent accounting firm for the fiscal year ending December 31, 2026 as follows:

For			Against			Abstain			Broker Non-Votes
16,604,725			613			193,626			0

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
10.1						Third Amendment to the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan, dated May 11, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

INFUSYSTEM HOLDINGS, INC.
By:			/s/ Barry Steele
			Barry Steele
			Chief Financial Officer

Dated: May 12, 2026

FAQ

What did InfuSystem (INFU) change in its 2021 Equity Incentive Plan?

InfuSystem stockholders approved a Third Amendment to the 2021 Equity Incentive Plan, raising the maximum shares reserved for issuance to 7,000,000 shares. The plan supports stock options, restricted stock, RSUs, performance shares, other equity awards, and cash awards for eligible participants.

Were InfuSystem (INFU) directors re-elected at the 2026 annual meeting?

All seven InfuSystem Board nominees were re-elected, each receiving more than 11.8 million votes for and 3,728,285 broker non-votes. This maintains the existing Board composition, including Drs. Eichenbaum and Sviokla, Messrs. Gendron, Hundzinski, Shuda, and Mses. Huss and Lachance.

How did InfuSystem (INFU) stockholders vote on executive compensation in 2026?

Stockholders approved InfuSystem’s named executive officer compensation on a non-binding, advisory basis, with 11,915,842 votes for, 1,071,346 against, and 83,491 abstentions. There were 3,728,285 broker non-votes, indicating broad but not unanimous support for the compensation program.

Did InfuSystem (INFU) stockholders approve the 2021 Equity Plan share increase?

Yes. Stockholders approved increasing authorized shares under the 2021 Equity Plan with 10,770,778 votes for, 2,199,707 against, and 100,194 abstentions, plus 3,728,285 broker non-votes. This formally authorizes the expanded 7,000,000-share pool for equity awards.

Who is InfuSystem’s (INFU) independent auditor for fiscal 2026?

Stockholders ratified Grant Thornton LLP as InfuSystem’s independent registered public accounting firm for the year ending December 31, 2026, with 16,604,725 votes for, 613 against, and 193,626 abstentions. There were no broker non-votes on this proposal.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 7.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB