Innventure (INV) shareholders elect directors and ratify 2026 auditor at annual meeting

Rhea-AI Filing Summary

Innventure, Inc. reported the results of its 2026 Annual Meeting of Stockholders. As of the April 20, 2026 record date, there were 82,094,894 shares of Common Stock, 35,792 shares of Series B Preferred Stock, and 159,270 shares of Series C Preferred Stock entitled to vote.

Stockholders representing 53,906,796 votes were present in person or by proxy, establishing a quorum. Three Class II director nominees—Bruce Brown, John Hewitt, and Catriona Fallon—were elected for three-year terms, and stockholders ratified Withum Smith+Brown, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 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 Stock outstanding: 82,094,894 shares Series B Preferred outstanding: 35,792 shares Series C Preferred outstanding: 159,270 shares +5 more

8 metrics

Common Stock outstanding 82,094,894 shares Entitled to one vote per share as of April 20, 2026 record date

Series B Preferred outstanding 35,792 shares Each share entitled to 0.97 votes as of April 20, 2026

Series C Preferred outstanding 159,270 shares Each share entitled to 1.3 votes as of April 20, 2026

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

Votes for Catriona Fallon 35,074,494 votes Election as Class II director; 207,549 withheld, 18,624,753 broker non-votes

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

Auditor ratification against 50,044 votes Votes against ratifying Withum Smith+Brown, P.C. for fiscal 2026

Auditor ratification abstentions 252,733 votes Abstentions on ratification of Withum Smith+Brown, P.C.

Key Terms

Emerging growth company, broker non-votes, independent registered public accounting firm, record date, +1 more

5 terms

Emerging growth company regulatory

"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.

broker non-votes financial

"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 regulatory

"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.

record date financial

"At the close of business on April 20, 2026, the record date for the 2026 Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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 →

0002001557False00020015572026-04-292026-04-29

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

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. ☐

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
John Hewitt						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 18, 2026						By:			/s/ David Yablunosky
						Name:			David Yablunosky
						Title:			Chief Financial Officer

FAQ

What did Innventure, Inc. (INV) announce in this Form 8-K?

Innventure, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected three Class II directors and ratified Withum Smith+Brown, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many Innventure (INV) voting securities were outstanding on the 2026 record date?

On April 20, 2026, Innventure had 82,094,894 Common Stock shares, 35,792 Series B Preferred shares, and 159,270 Series C Preferred shares outstanding, each with specified voting power. These securities collectively represented all voting securities entitled to vote at the 2026 Annual Meeting.

Did Innventure (INV) have a quorum at the 2026 Annual Meeting?

Yes, Innventure achieved a quorum at the 2026 Annual Meeting. Holders of Common Stock, Series B Preferred Stock, and Series C Preferred Stock representing 53,906,796 votes were present in person or by proxy, satisfying the quorum requirement for conducting business.

Who was elected to Innventure’s (INV) board as Class II directors in 2026?

Stockholders elected Bruce Brown, John Hewitt, and Catriona Fallon as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting of stockholders or until a successor is elected and qualifies, based on majority support in the director elections.

What were the vote totals for Innventure (INV) director nominee Catriona Fallon?

For director nominee Catriona Fallon, stockholders cast 35,074,494 votes for, 207,549 votes withheld, and 18,624,753 broker non-votes. These results indicate strong support among votes cast for her election to Innventure’s board as a Class II director.

Which accounting firm did Innventure (INV) stockholders ratify for 2026?

Stockholders ratified Withum Smith+Brown, P.C. as Innventure’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totals were 53,604,019 for, 50,044 against, and 252,733 abstentions, indicating broad approval of the firm’s appointment.

Filing Exhibits & Attachments

3 documents

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