[8-K] Innovative Eyewear Inc Reports Material Event

Rhea-AI Filing Summary

Innovative Eyewear, Inc. (LUCY) reported results of its 2025 annual meeting of stockholders. Of 3,574,602 shares entitled to vote, 1,793,176 shares were present or represented by proxy. Stockholders elected Harrison Gross, Kristen McLaughlin, Louis Castro, and Olivia Bartlett as directors. They ratified Cherry Bekaert LLP as independent auditor for the year ending December 31, 2025 (For 1,559,255; Against 164,120; Abstain 69,801).

Stockholders approved a name change from Innovative Eyewear, Inc. to Lucyd, Inc. (For 1,533,867; Against 188,709; Abstain 70,600) and ratified a one-year extension of the Company’s rights plan (For 809,239; Against 17,908; Abstain 56,896; Broker Non-Votes 909,133). A proposal to reinstate the voting rights of certain control shares was not approved (For 206,055; Against 552,591; Abstain 103,858; Broker Non-Votes 930,594).

Insights

Corporate governance analyst

Routine AGM outcomes: directors elected, auditor and name change approved.

The results reflect standard governance actions: board elections, auditor ratification, a corporate rebranding to Lucyd, Inc., and extension of the rights plan for one year. Turnout covered 1,793,176 shares present or by proxy out of 3,574,602 entitled, indicating quorum and valid voting outcomes.

The failed proposal to reinstate voting rights for certain control shares maintains the prior status under Chapter 607.0902. The rights plan extension was ratified, while regular business like auditor approval passed with strong support. Overall, these items are administrative and do not change the company’s operating fundamentals.

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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): October 24, 2025

INNOVATIVE EYEWEAR, INC.

(Exact name of registrant as specified in its charter)

Florida		001-41392		85-0734861
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

11900 Biscayne Blvd., Suite 630 North Miami, Florida		33181
(Address of principal executive offices)		(Zip Code)

(786) 785-5178

(Registrant’s telephone number, including area code)

(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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		LUCY		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		LUCYW		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 October 24, 2025, the Company completed its 2025 annual meeting of stockholders (the “Annual Meeting”). The number of shares of Common Stock entitled to vote at the Annual Meeting was 3,574,602 shares. Stockholders were entitled to one vote for each share of Common Stock owned. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 1,793,176 shares of Common Stock.

Proposal No. 1 - Election of directors

The Company’s stockholders elected Harrison Gross, Kristen McLaughlin, Louis Castro, and Olivia Bartlett to serve until the 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal or otherwise is disqualified from serving as a director of the Company. The voting results were as follows:

Nominee		Shares Voted For		Shares Withheld		Broker Non-Votes
Harrison Gross		856,381		27,662		909,133
Kristen McLaughlin		869,418		14,625		909,133
Louis Castro		868,046		15,997		909,133
Olivia Bartlett		870,294		13,749		909,133

Proposal No. 2 - Ratification of the appointment by the Board of the Company of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025

The Company’s stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:

For		Against		Abstain
1,559,255		164,120		69,801

Proposal No. 3 – Vote to reinstate the voting rights of certain control shares

The Company’s stockholders voted not to reinstate the voting rights of certain control shares, in accordance with Chapter 607.0902 of the Florida Business Corporation Act, which were acquired throughout September 2024 by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust (the “Galkins”). The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
206,055		552,591		103,858		930,594

Proposal No. 4 - Approval of an amendment (the “Name Change Amendment”) to the Company’s Articles of Incorporation

The Company’s stockholders approved the Name Change Amendment to the Company’s Articles of Incorporation, as amended, to effect a name change of the Company from Innovative Eyewear, Inc. to Lucyd, Inc. The voting results were as follows:

For		Against		Abstain
1,533,867		188,709		70,600

Proposal No. 5 – Ratification of the amendment to the Company’s Rights Plan

The Company’s stockholders ratified the amendment to the Company’s rights plan for the purpose of extending the plan for one year. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
809,239		17,908		56,896		909,133

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

Dated: October 29, 2025

	By:	/s/ Harrison Gross
	Name:	Harrison Gross
	Title:	Chief Executive Officer

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FAQ

What did LUCY shareholders vote on at the 2025 annual meeting?

They elected four directors, ratified Cherry Bekaert LLP as auditor for 2025, approved a name change to Lucyd, Inc., ratified a one-year rights plan extension, and voted on control-share voting rights.

How many LUCY shares were represented at the meeting?

Shares present or represented by proxy totaled 1,793,176 out of 3,574,602 shares entitled to vote.

Was the proposal to reinstate voting rights of certain control shares approved?

No. Votes were For 206,055; Against 552,591; Abstain 103,858; Broker Non-Votes 930,594.

Did LUCY approve a name change to Lucyd, Inc.?

Yes. The name change passed with For 1,533,867; Against 188,709; Abstain 70,600.

Who is LUCY’s auditor for fiscal year ending December 31, 2025?

Shareholders ratified Cherry Bekaert LLP (For 1,559,255; Against 164,120; Abstain 69,801).

Was the rights plan extension approved?

Yes. The one-year extension was ratified (For 809,239; Against 17,908; Abstain 56,896; Broker Non-Votes 909,133).

Which directors were elected at LUCY’s 2025 meeting?

Shareholders elected Harrison Gross, Kristen McLaughlin, Louis Castro, and Olivia Bartlett.