Lexaria Bioscience (NASDAQ: LEXX) investors approve directors, auditor and board actions

Rhea-AI Filing Summary

Lexaria Bioscience Corp. reported the results of its annual shareholder meeting held on January 27, 2026. A total of 8,380,389 shares, or 37.71% of issued share capital as of December 1, 2025, were represented in person or by proxy.

Shareholders elected all seven director nominees, with approval levels ranging from 73.6% to 96.4%. They also approved the appointment of Malone Bailey LLP as auditors, with 97.0% of votes cast in favor.

In addition, shareholders voted to ratify the lawful actions of the directors for the past year, with 90.0% approval, signaling broad support for the company’s current leadership and governance decisions.

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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) January 27, 2026

LEXARIA BIOSCIENCE CORP.

(Exact name of registrant as specified in its charter)

Nevada		000-39874		20-2000871
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 – 740 McCurdy Road, Kelowna, BC Canada		V1X 2P7
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (250) 765-6424

(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 $0.001 per share		LEXX		The Nasdaq Capital Market

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

On January 27, 2026 at 1:00 p.m. (Pacific Time), the Company held its annual shareholder meeting (the “Meeting”).  There were 8,380,389 shares of the Company represented in person or by proxy at the Meeting, constituting 37.71% of the Company’s issued share capital as at December 1, 2025, being the record date of the Meeting.  The matters voted upon at the Meeting and the final voting results are set forth below:

Matter Being Voted On	For	Against/ Withheld	Abstain	Broker Non-Vote	Percent Approved By1
To Elect Richard Christopher as a director	3,610,713	806,470	-	3,963,206	81.7%
To Elect John Docherty as a director	4,258,174	159,008	-	3,963,207	96.4%
To Elect Christopher Bunka as a director	3,779,780	637,402	-	3,963,207	85.6%
To Elect Nicholas Baxter as a director	4,082,174	335,009	-	3,963,206	92.4%
To Elect William Edward (Ted) McKechnie as a director	3,645,373	771,809	-	3,963,207	82.5%
To Elect Albert Reese Jr. as a director	3,252,873	1,164,310	-	3,963,206	73.6%
To Elect Bal Bhullar as a director	4,119,098	298,085	-	3,963,206	93.3%
To Appoint Malone Bailey LLP as Auditors	8,070,899	252,955	56,535	-	97.0%
To Ratify the lawful actions of the directors for the past year	3,913,888	437,312	65,982	3,963,207	90.0%

¹ Percentage is calculated based on abstained votes and broker non-votes not being counted as a vote against the resolution.

All of the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on December 10, 2025.

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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.

LEXARIA BIOSCIENCE CORP.

/s/ Richard Christopher

Richard Christopher

CEO, Principal Executive Officer

Date: January 28, 2026

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FAQ

What did Lexaria Bioscience (LEXX) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing seven directors, appointing Malone Bailey LLP as auditors, and ratifying the lawful actions of directors for the past year. All proposals received sufficient support for approval based on the voting results disclosed.

How many Lexaria Bioscience (LEXX) shares were represented at the 2026 annual meeting?

A total of 8,380,389 shares were represented in person or by proxy, equal to 37.71% of the company’s issued share capital as of December 1, 2025, which was the record date for the annual shareholder meeting.

Were all Lexaria Bioscience (LEXX) director nominees elected at the 2026 meeting?

Yes, all seven director nominees were elected. Approval levels ranged from 73.6% for Albert Reese Jr. to 96.4% for John Docherty, indicating that each nominee received a clear majority of votes cast in favor.

Which auditor did Lexaria Bioscience (LEXX) shareholders approve at the 2026 meeting?

Shareholders approved the appointment of Malone Bailey LLP as the company’s auditors. The proposal received 8,070,899 votes for, 252,955 against, and 56,535 abstentions, corresponding to a 97.0% approval rate among votes counted.

Did Lexaria Bioscience (LEXX) shareholders ratify the directors’ actions for the past year?

Yes, shareholders ratified the lawful actions of the directors for the past year. The resolution received 3,913,888 votes for, 437,312 against, and 65,982 abstentions, along with 3,963,207 broker non-votes, resulting in 90.0% approval.

What level of support did Lexaria Bioscience (LEXX) director elections receive individually?

Support varied by nominee: for example, John Docherty received 96.4% approval, Bal Bhullar 93.3%, and Albert Reese Jr. 73.6%. Other nominees, including Richard Christopher and Christopher Bunka, also gained clear majorities based on the disclosed percentages.