Did AEye (LIDR) stockholders approve the 2021 Equity Incentive Plan share increase?

Yes. Stockholders approved increasing shares issuable under the 2021 Equity Incentive Plan by 6,750,000 shares. The vote totaled 8,712,304 for, 7,178,481 against, 252,599 abstaining, and 11,159,340 broker non-votes, satisfying the required majority standard.

AEye (NASDAQ: LIDR) investors back directors, KPMG and 6.75M-share plan

Q: Were AEye’s (LIDR) director nominees elected at the 2026 annual meeting?

Yes. Director nominees Matthew Fisch and Doron Simon were elected as Class II directors. They received pluralities of votes cast, with Fisch getting 14,311,142 votes for and Simon 12,743,061 votes for, and will serve until the 2029 annual meeting.

Q: Was KPMG LLP ratified as AEye’s (LIDR) independent auditor for 2026?

Yes. Stockholders ratified KPMG LLP as AEye’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 26,869,791 votes for, 318,490 against, and 114,443 abstentions, with no broker non-votes reported.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AEye, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders representing 27,302,724 votes, about 60.20% of the 45,345,919 shares outstanding as of March 23, 2026, were present, establishing a quorum.

Matthew Fisch and Doron Simon were elected as Class II directors to serve until the 2029 annual meeting. Stockholders ratified KPMG LLP as independent auditor for the year ending December 31, 2026, and approved an increase of 6,750,000 shares of common stock issuable under the 2021 Equity Incentive Plan.

On an advisory, non-binding basis, stockholders approved the compensation of named executive officers and chose an annual (one-year) frequency for future advisory votes on executive compensation.

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

Quorum votes: 27,302,724 votes Shares outstanding: 45,345,919 shares Equity plan share increase: 6,750,000 shares +3 more

6 metrics

Quorum votes 27,302,724 votes Votes present at 2026 annual meeting

Shares outstanding 45,345,919 shares Common shares outstanding as of March 23, 2026

Equity plan share increase 6,750,000 shares Additional shares issuable under 2021 Equity Incentive Plan

Auditor ratification for votes 26,869,791 votes Votes for KPMG LLP as 2026 auditor

Proposal Three for votes 8,712,304 votes Votes for increasing shares under 2021 Equity Incentive Plan

Say-on-pay frequency one-year votes 15,148,439 votes Votes favoring annual advisory compensation vote

Key Terms

quorum, broker non-votes, 2021 Equity Incentive Plan, advisory and non-binding basis, +1 more

5 terms

quorum financial

"which constituted 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.

broker non-votes financial

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.

2021 Equity Incentive Plan financial

"issuable under the Company’s 2021 Equity Incentive Plan by 6,750,000 shares"

advisory and non-binding basis financial

"approved, on an advisory and non-binding basis, the compensation"

frequency of the advisory vote on executive compensation financial

"the frequency of the advisory vote on executive compensation at one year"

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Understanding 8-K Material Events →

05/12/2026 - 05:08 PM

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): May 12, 2026

AEYE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39699	37-1827430
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

4670 Willow Road, Suite 125, Pleasanton, California		94588
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (925) 400-4366

(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 obligations 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 $0.0001 per share	LIDR	The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock	LIDRW	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.

On May 12, 2026, AEye, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). Present in person or by proxy at the Meeting were shares of Common Stock representing 27,302,724 votes, or approximately 60.20% of the 45,345,919 shares outstanding and entitled to vote as of the record date of March 23, 2026, and which constituted a quorum.

At the Meeting, the Company’s stockholders: (i) elected Matthew Fisch and Doron Simon, each to serve as a Class II director of the Company until the 2029 Annual Meeting of Stockholders as described in Proposal One; (ii) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 as described in Proposal Two; (iii) approved an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan as described in Proposal Three; (iv) approved, on an advisory and non-binding basis, the compensation of our named executive officers as described in Proposal Four; and (v) approved, on an advisory and non-binding basis, the frequency of the advisory vote on executive compensation at one year as described in Proposal Five.

The following tables set forth the results of the voting at the Meeting.

Proposal One – to elect two (2) Class II directors each to hold office until the Company’s 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal:

Director Nominees	For	Withheld	Broker Non-votes
Matthew Fisch	14,311,142	1,832,242	11,159,340
Doron Simon	12,743,061	3,400,323	11,159,340

Each of the director nominees, Matthew Fisch and Doron Simon, received the required affirmative vote of holders of a plurality of the votes cast and, therefore, each of the Company’s nominees were elected as a Class II director to hold office until the Company’s 2029 Annual Meeting of Stockholders, and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal.

Proposal Two – to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For		Against		Abstain		Broker Non-votes
26,869,791		318,490		114,443		0

Proposal Two required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.

Proposal Three – to approve an increase in the number of shares of Common Stock issuable under the Company’s 2021 Equity Incentive Plan by 6,750,000 shares:

For		Against		Abstain		Broker Non-votes
8,712,304		7,178,481		252,599		11,159,340

Proposal Three required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.

Proposal Four – to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers:

For		Against		Abstain		Broker Non-votes
14,132,882		1,849,579		160,923		11,159,340

Proposal Four required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders as set forth in the table above.

Proposal Five – to determine, on an advisory and non-binding basis, the frequency of the advisory vote on executive compensation:

One Year		Two Years		Three Years		Abstain
15,148,439		422,546		334,570		237,829

Proposal Five required the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the Meeting or represented by proxy and entitled to vote thereon and was approved by stockholders at One Year as set forth in the table above.

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.

	AEye, Inc.

Dated: May 12, 2026	By:	/s/ Andrew S. Hughes
		Andrew S. Hughes
		Executive Vice President, General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did AEye (LIDR) stockholders vote on at the 2026 annual meeting?

AEye stockholders voted on director elections, auditor ratification, an equity plan share increase, executive compensation, and the frequency of say-on-pay votes. All five proposals, including two Class II directors and KPMG LLP as auditor, received the required level of approval.

How many AEye (LIDR) shares were represented at the 2026 annual meeting?

Shares representing 27,302,724 votes were present in person or by proxy, equaling about 60.20% of the 45,345,919 shares outstanding as of March 23, 2026. This level of participation met quorum requirements for conducting official stockholder business.

Were AEye’s (LIDR) director nominees elected at the 2026 annual meeting?

Yes. Director nominees Matthew Fisch and Doron Simon were elected as Class II directors. They received pluralities of votes cast, with Fisch getting 14,311,142 votes for and Simon 12,743,061 votes for, and will serve until the 2029 annual meeting.

What frequency did AEye (LIDR) investors choose for future say-on-pay votes?

Stockholders favored an annual say-on-pay vote. The one-year option received 15,148,439 votes, compared with 422,546 for two years, 334,570 for three years, and 237,829 abstentions, leading the company to hold advisory executive compensation votes every year.

Was KPMG LLP ratified as AEye’s (LIDR) independent auditor for 2026?

Yes. Stockholders ratified KPMG LLP as AEye’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 26,869,791 votes for, 318,490 against, and 114,443 abstentions, with no broker non-votes reported.

Filing Exhibits & Attachments

4 documents