Innventure (INV) fixes director listing in 2026 shareholder vote and confirms auditor

Rhea-AI Filing Summary

Innventure, Inc. filed an amended current report to correct a director name in its previously reported 2026 annual meeting voting results. The filing clarifies that James O. Donnally, not John Hewitt, was the nominee in Proposal 1, with vote totals unchanged.

The company had 82,094,894 common shares, 35,792 Series B preferred shares, and 159,270 Series C preferred shares entitled to vote as of April 20, 2026, and a quorum of 53,906,796 aggregate votes was present. Stockholders elected three Class II directors and ratified the appointment of Withum Smith+Brown, P.C. as independent auditor for 2026.

8-K Event Classification

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

1 item

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.

Key Figures

Common shares outstanding: 82,094,894 shares Series B preferred shares: 35,792 shares Series C preferred shares: 159,270 shares +4 more

7 metrics

Common shares outstanding 82,094,894 shares Common Stock issued and outstanding as of April 20, 2026

Series B preferred shares 35,792 shares Series B Preferred Stock outstanding as of April 20, 2026; 0.97 votes per share

Series C preferred shares 159,270 shares Series C Preferred Stock outstanding as of April 20, 2026; 1.3 votes per share

Votes represented at meeting 53,906,796 votes Aggregate votes present in person or by proxy, constituting a quorum

Votes for Bruce Brown 31,623,445 votes Votes for election as Class II director under Proposal 1

Votes for James O. Donnally 32,998,141 votes Votes for corrected director nominee name under Proposal 1

Votes for auditor ratification 53,604,019 votes Votes for ratifying Withum Smith+Brown, P.C. for fiscal year 2026

Key Terms

Emerging growth company, Definitive Proxy Statement, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Explanatory Note This Amendment No. 1..."

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.

Definitive Proxy Statement regulatory

"A description of each matter voted upon... is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A..."

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

broker non-votes financial

"The voting results were as follows Director Nominee | Votes For | Votes Withheld | 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 Withum Smith+Brown, P.C. as the Company’s independent registered public accounting firm..."

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 regulatory

"representing 53,906,796 votes in aggregate, were present in person or by proxy, constituting a quorum."

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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Understanding 8-K Material Events →

Available on EDGAR 06/22/2026 - 08:43 AM Accepted by SEC EDGAR 06/22/2026 - 08:42 AM Learn about SEC filing dates

FAQ

What does Innventure (INV) correct in this 8-K/A filing?

Innventure corrects the name of one director nominee in its 2026 annual meeting results. The filing clarifies that James O. Donnally, not John Hewitt, was listed for Proposal 1, while all vote counts and other disclosures remain the same.

How many Innventure (INV) voting securities were outstanding for the 2026 annual meeting?

As of April 20, 2026, Innventure had 82,094,894 common shares, 35,792 Series B preferred shares, and 159,270 Series C preferred shares outstanding. Each class carried different vote weights, and together they represented all voting securities eligible to vote at the 2026 annual meeting.

What quorum was present at Innventure’s 2026 annual stockholder meeting?

Holders representing 53,906,796 aggregate votes were present in person or by proxy at Innventure’s 2026 annual meeting. This total from common and preferred shareholders constituted a quorum, allowing the company to conduct official business and vote on all listed proposals.

Which directors were elected at Innventure’s 2026 annual meeting?

Stockholders elected Bruce Brown, James O. Donnally, and Catriona Fallon as Class II directors. They will serve three-year terms expiring at the 2029 annual meeting, or until their successors are elected and qualify, based on the final vote tallies disclosed in the report.

How did Innventure (INV) stockholders vote on the 2026 auditor ratification?

Stockholders approved the ratification of Withum Smith+Brown, P.C. as Innventure’s independent registered public accounting firm for 2026. The proposal received 53,604,019 votes for, 50,044 votes against, and 252,733 abstentions, confirming support for the selected auditor for the fiscal year.

What were the vote results for Catriona Fallon’s election to Innventure’s board?

For Catriona Fallon’s election as a Class II director, Innventure reported 35,074,494 votes for, 207,549 votes withheld, and 18,624,753 broker non-votes. These results show she was elected to the board under Proposal 1 for a term expiring at the 2029 annual meeting.

0002001557True00020015572026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K/A

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 17, 2026

Date of Report (date of earliest event reported)

___________________________________

Innventure, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-42303 (Commission File Number)			93-4440048 (I.R.S. Employer Identification Number)
6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827
(Address of principal executive offices and zip code)
(321) 209-6787
(Registrant's telephone number, including area code)

___________________________________

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			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			INV			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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by Innventure, Inc. (the “Company”) with the Securities and Exchange Commission on June 18, 2026 (the “Original Form 8-K”), solely to correct an inadvertent error in the disclosure under Item 5.07 of the Original Form 8-K. The Original Form 8-K reported voting results for John Hewitt in Proposal 1 instead of James O. Donnally. This Amendment No. 1 corrects the name of the director nominee from John Hewitt to James O. Donnally. The voting results reported in the Original Form 8-K are otherwise unchanged. Except as set forth herein, no other changes are being made to the Original Form 8-K.

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

On June 17, 2026, the Company held its Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the close of business on April 20, 2026, the record date for the 2026 Annual Meeting, there were (i) 82,094,894 shares of Common Stock issued and outstanding, each share entitled to one vote, (ii) 35,792 shares of Series B Preferred Stock, par value of $0.0001 per share (the “Series B Preferred Stock”), issued and outstanding, each share of Series B Preferred Stock entitled to 0.97 votes, and (iii) 159,270 shares of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), issued and outstanding, each share of Series C Preferred Stock entitled to 1.3 votes, constituting all outstanding voting securities of the Company entitled to vote at the 2026 Annual Meeting.

At the 2026 Annual Meeting, the holders of shares of the Company’s Common Stock, Series B Preferred Stock, and Series C Preferred Stock, representing 53,906,796 votes in aggregate, were present in person or by proxy, constituting a quorum. A description of each matter voted upon at the 2026 Annual Meeting is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the U.S. Securities and Exchange Commission on April 30, 2026. The final votes on the proposals presented at the 2026 Annual Meeting are set forth below.

Proposal 1: To elect three nominees to serve as Class II directors for a three-year term expiring at the 2029 annual meeting of stockholders. Each of the nominees listed below has been elected to serve as a Class II director on the Company’s board of directors for a three-year term expiring at the 2029 annual meeting of stockholders or until their respective successors are elected and qualify. The voting results were as follows:

Director Nominee						Votes For						Votes Withheld						Broker Non-Votes
Bruce Brown						31,623,445						3,658,598						18,624,753
James O. Donnally						32,998,141						2,293,902						18,624,753
Catriona Fallon						35,074,494						207,549						18,624,753

Proposal 2: To ratify the appointment of Withum Smith+Brown, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification was approved by vote of stockholders as follows:

Votes For						Votes Against						Abstentions
53,604,019						50,044						252,733

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						INNVENTURE, INC.
Date: June 22, 2026						By:			/s/ David Yablunosky
						Name:			David Yablunosky
						Title:			Chief Financial Officer

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