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Opus Genetics (NASDAQ: IRD) investors back board and stock increase

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

Rhea-AI Filing Summary

Opus Genetics, Inc. held its 2026 annual stockholder meeting, where stockholders approved all proposals on the ballot. They elected nine directors to one-year terms, with each nominee receiving over 33.8 million votes in favor and more than 12 million broker non-votes recorded.

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, by 46,844,680 votes for versus 315,324 against. They also approved, on an advisory basis, executive compensation and passed an amendment to increase authorized common stock from 125 million to 250 million shares, with 45,360,642 votes for, 1,486,247 against, and 429,479 abstentions.

Positive

  • None.

Negative

  • None.

Insights

All Opus Genetics proposals passed, including a doubling of authorized shares.

Stockholders backed the full director slate, auditor ratification, and advisory say-on-pay, signaling broad support for current governance and compensation practices. Vote margins across proposals were wide, with relatively low opposition or abstention levels.

The amendment increasing authorized common stock from 125 million to 250 million shares gives the company additional flexibility for future equity issuance, transactions, or incentive plans, though this filing does not specify how or when shares might be used. Future disclosures in periodic reports or specific transaction announcements would clarify any concrete impact.

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.
Authorized common stock (before) 125 million shares Authorized common shares prior to charter amendment
Authorized common stock (after) 250 million shares Authorized common shares after Stock Increase Proposal approval
Stock Increase Proposal support 45,360,642 votes for Proposal 4 – amendment to Restated Certificate of Incorporation
Auditor ratification support 46,844,680 votes for Ratification of Ernst & Young LLP for year ending December 31, 2026
Say-on-pay support 34,862,743 votes for Advisory approval of named executive officer compensation
Director Ainsworth votes for 35,063,423 votes for Proposal 1 – Board Election Proposal for Sean Ainsworth
Say-On-Pay Proposal financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers (the “Say-On-Pay Proposal”)"
Restated Certificate of Incorporation regulatory
"approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
broker non-votes financial
"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
"ratified the appointment of Ernst & Young, LLP 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.
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.
Understanding 8-K Material Events →
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): April 20, 2026

Opus Genetics, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-34079
11-3516358
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

8 Davis Drive, Suite 220
Durham, NC
  
27713
(Address of principal executive offices)
  
(Zip Code)

(984) 884-6030
(Registrant’s telephone number, including area code)

N/A
(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, $0.0001 par value per share
IRD
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 (§240.12b-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.
 
At the 2026 annual meeting of stockholders (the “Annual Meeting”) of Opus Genetics, Inc. (the “Company”), held on April 20, 2026, the Company’s stockholders (i) elected nine directors to the board of directors of the Company, each to serve a one-year term until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal (the “Board Election Proposal”), (ii) ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”), (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers (the “Say-On-Pay Proposal”), and (iv) approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 125 million shares to 250 million shares (the “Stock Increase Proposal”).
 
The results of the voting at the Annual Meeting are shown below:
 
Proposal 1 – Board Election Proposal:
 
Nominee
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
Sean Ainsworth
  
35,063,423
  
169,848
  
12,043,097
Dr. Jean Bennett
  
35,005,873
  
227,398
  
12,043,097
Susan K. Benton
  
35,018,757
  
214,514
  
12,043,097
Cam Gallagher
  
35,020,569
  
212,702
  
12,043,097
Dr. Adrienne Graves
  
35,025,204
  
208,067
  
12,043,097
Dr. George Magrath
  
35,054,118
  
179,153
  
12,043,097
Dr. James S. Manuso
  
33,885,159
  
1,348,112
  
12,043,097
Richard Rodgers
  
35,049,948
  
183,323
  
12,043,097
Dr. Benjamin R. Yerxa
  
35,051,244
  
182,027
  
12,043,097

Proposal 2 – Auditor Ratification Proposal:
 
Votes For
  
Votes Against
  
Abstentions
46,844,680
  
315,324
  
116,364

Proposal 3 – Say-On-Pay Proposal:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
34,862,743
  
259,749
  
110,779
  
12,043,097

Proposal 4 – Stock Increase Proposal:

Votes For
  
Votes Against
  
Abstentions
45,360,642
  
1,486,247
  
429,479

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.
OPUS GENETICS, INC.
 Date: April 22, 2026
By:
 /s/ Dr. George Magrath


Dr. George Magrath


Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Opus Genetics (IRD) stockholders approve at the 2026 annual meeting?

Stockholders approved all four proposals, including electing nine directors, ratifying Ernst & Young LLP as auditor, endorsing executive compensation on an advisory basis, and amending the charter to increase authorized common stock from 125 million to 250 million shares.

How did Opus Genetics (IRD) vote on increasing authorized common stock?

The stock increase proposal passed with 45,360,642 votes for, 1,486,247 against, and 429,479 abstentions. This amendment raises authorized common stock from 125 million to 250 million shares, expanding the company’s capacity for future equity-related actions if it chooses to undertake them.

Were Opus Genetics (IRD) directors re-elected at the 2026 meeting?

Yes. Nine nominees, including Sean Ainsworth and Dr. Benjamin R. Yerxa, were elected to one-year terms. Each received at least 33,885,159 votes for, with votes withheld ranging up to 1,348,112 and 12,043,097 broker non-votes recorded for each director nominee.

Did Opus Genetics (IRD) stockholders approve the auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as Opus Genetics’ independent registered public accounting firm for the year ending December 31, 2026, with 46,844,680 votes for, 315,324 votes against, and 116,364 abstentions recorded on the auditor ratification proposal.

What was the outcome of the say-on-pay vote for Opus Genetics (IRD)?

Stockholders approved, on an advisory basis, the compensation of Opus Genetics’ named executive officers. The say-on-pay proposal received 34,862,743 votes for, 259,749 votes against, 110,779 abstentions, and 12,043,097 broker non-votes, indicating broad but not unanimous support for executive pay practices.

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