KORU Medical (NASDAQ: KRMD) backs directors, equity plan and auditor

Rhea-AI Filing Summary

KORU Medical Systems, Inc. reported the results of its 2026 annual shareholder meeting. Shareholders elected all seven director nominees and cast votes on 36,678,784 shares. They approved an amendment to the 2024 Omnibus Equity Incentive Plan to increase available shares and gave advisory approval to executive compensation.

Shareholders also advised holding future say-on-pay votes every one year and ratified Cherry Bekaert LLP as independent registered public accountants for the 2026 fiscal year. Overall, all management proposals received strong support.

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

Total shares voted: 36,678,784 shares Equity plan amendment votes for: 25,018,973 shares Say-on-pay votes for: 25,723,379 shares +2 more

5 metrics

Total shares voted 36,678,784 shares 2026 Annual Meeting of Shareholders

Equity plan amendment votes for 25,018,973 shares Proposal 2, 2024 Omnibus Equity Incentive Plan amendment

Say-on-pay votes for 25,723,379 shares Proposal 3, advisory approval of executive compensation

Say-on-pay 1-year frequency support 24,865,692 shares Proposal 4, preferred frequency of future votes

Auditor ratification votes for 36,500,510 shares Proposal 5, Cherry Bekaert LLP for 2026 fiscal year

Key Terms

broker non-vote, 2024 Omnibus Equity Incentive Plan, advisory basis, independent registered public accountants

4 terms

broker non-vote financial

"Broker Non-Vote Number of Shares | 10,820,650"

2024 Omnibus Equity Incentive Plan financial

"approved the amendment to the 2024 Omnibus Equity Incentive Plan to increase the available number of shares"

advisory basis financial

"The Company’s shareholders, on an advisory basis, approved the compensation of the Company’s executive officers."

independent registered public accountants financial

"ratified the appointment of Cherry Bekaert LLP as the company’s independent registered public accountants for the 2026 fiscal year."

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 19, 2026

KORU Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-12305	13-3044880
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Corporate Drive, Mahwah, NJ	07430
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code   (845) 469-2042

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 (see General Instruction A.2. below):

[_]  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, $0.01 par value	KRMD	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

Set forth below are the voting results from the 2026 Annual Meeting of Shareholders held on May 19, 2026:

Total shares voted: 36,678,784

Proposal 1: Election of Directors

The nominees for director set forth under “Nominees” below were elected to the Company’s board of directors.

	Number of Shares
Nominees	For	Against	Abstain	Broker Non-Vote
R. John Fletcher	25,202,422	647,041	8,671	10,820,650
Robert A. Cascella	25,635,760	213,703	8,671	10,820,650
Donna French	25,801,738	41,675	14,721	10,820,650
Joseph M. Manko, Jr.	25,794,709	54,754	8,671	10,820,650
Shahriar (Shar) Matin	25,800,075	41,322	16,737	10,820,650
Linda Tharby	25,446,988	402,677	8,469	10,820,650
Edward Wholihan	25,804,371	44,791	8,972	10,820,650

Proposal 2: Approval of an amendment to the 2024 Omnibus Equity Incentive Plan to increase the available number of shares.

The Company’s shareholders approved the amendment to the 2024 Omnibus Equity Incentive Plan to increase the available number of shares.

	For	Against	Abstain	Broker Non-Vote
Number of Shares	25,018,973	826,145	13,016	10,820,650

Proposal 3: Advisory approval of the compensation of the Company’s executive officers.

The Company’s shareholders, on an advisory basis, approved the compensation of the Company’s executive officers.

	For	Against	Abstain	Broker Non-Vote
Number of Shares	25,723,379	91,649	43,106	10,820,650

Proposal 4: Advisory approval of the frequency of future votes on executive compensation.

The Company’s shareholders, on an advisory basis, approved the frequency of future votes on executive compensation to be every one year.

	1 Year	2 Years	3 Years	Abstain	Broker Non-Vote
Number of Shares	24,865,692	61,741	916,055	14,646	10,820,650

Proposal 5: Ratification of the appointment of independent registered accountants for the 2026 fiscal year.

The Company’s shareholders ratified the appointment of Cherry Bekaert LLP as the company’s independent registered public accountants for the 2026 fiscal year.

	For	Against	Abstain
Number of Shares	36,500,510	19,629	158,645

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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.

	KORU Medical Systems, Inc. (Registrant)
Date:  May 19, 2026	By:	/s/ Linda Tharby
		Linda Tharby Chief Executive Officer

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FAQ

What did KORU Medical (KRMD) shareholders vote on at the 2026 annual meeting?

Shareholders voted on director elections, an increase to the 2024 Omnibus Equity Incentive Plan share pool, advisory approval of executive compensation and its frequency, and ratification of Cherry Bekaert LLP as independent registered public accountants for the 2026 fiscal year.

Were all director nominees elected at KORU Medical (KRMD) in 2026?

Yes, all seven director nominees were elected. Each received over 25.2 million votes in favor, with relatively low votes against and small abstentions, alongside 10,820,650 broker non-votes recorded for each director nominee on the ballot.

Did KORU Medical (KRMD) shareholders approve the 2024 Omnibus Equity Incentive Plan amendment?

Yes, shareholders approved the amendment to increase available shares under the 2024 Omnibus Equity Incentive Plan, with 25,018,973 votes for, 826,145 against, 13,016 abstentions, and 10,820,650 broker non-votes recorded on this proposal.

How did KORU Medical (KRMD) shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved executive compensation, with 25,723,379 votes for, 91,649 against, 43,106 abstentions, and 10,820,650 broker non-votes. This non-binding vote indicates broad shareholder support for the company’s compensation practices that year.

What frequency of say-on-pay votes did KORU Medical (KRMD) shareholders prefer?

Shareholders advised holding say-on-pay votes every one year, with 24,865,692 votes for one year, 61,741 for two years, 916,055 for three years, 14,646 abstentions, and 10,820,650 broker non-votes, indicating a clear preference for annual advisory votes.

Which audit firm did KORU Medical (KRMD) shareholders ratify for 2026?

Shareholders ratified Cherry Bekaert LLP as independent registered public accountants for the 2026 fiscal year, with 36,500,510 votes in favor, 19,629 against, and 158,645 abstentions, reflecting strong support for continuing the existing audit relationship.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 INLINE XBRL SCHEMA FILE 2.9 KB
• EX-101 INLINE XBRL LABEL FILE 33.4 KB
• EX-101 INLINE XBRL PRESENTATION FILE 21.8 KB