Picard Medical holders back reverse split, new Class B

Picard Medical, Inc. reported the results of its July 17, 2026 annual meeting of stockholders.

Accepted by SEC EDGAR 07/21/2026 - 02:01 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Picard Medical, Inc. reported the results of its July 17, 2026 annual meeting of stockholders. A total of 102,695,935 shares of common stock were entitled to vote as of June 26, 2026. Stockholders elected directors Richard Fang, Sam Van, Joe Xiao, and George Ye for terms expiring at the 2027 annual meeting. An advisory vote to approve executive compensation passed with 56,104,172 votes for, and stockholders supported holding future advisory votes on pay every one year, with 56,309,300 votes for the one-year frequency.

Stockholders approved an amendment to the certificate of incorporation authorizing a reverse stock split of issued and outstanding common stock at a Board-selected ratio between 1-for-15 and 1-for-50, with 58,138,876 votes for the proposal. They also approved creating Class B common stock carrying 20 votes per share, with 51,739,973 votes in favor. Finally, the appointment of MaloneBailey LLP as independent registered public accounting firm for 2026 was ratified with 58,514,997 votes for.

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

Shares Entitled to Vote: 102,695,935 shares Say-on-Pay For Votes: 56,104,172 votes Say-on-Pay Frequency One Year: 56,309,300 votes +3 more

6 metrics

Shares Entitled to Vote 102,695,935 shares Common stock entitled to vote as of June 26, 2026, the record date

Say-on-Pay For Votes 56,104,172 votes Advisory approval of compensation of named executive officers

Say-on-Pay Frequency One Year 56,309,300 votes Stockholder support for one-year frequency of future advisory pay votes

Reverse Stock Split Approval 58,138,876 votes for Charter amendment authorizing reverse split between 1-for-15 and 1-for-50

Class B Stock Approval 51,739,973 votes for Amendment to designate Class B common stock with 20 votes per share

Auditor Ratification For Votes 58,514,997 votes Ratification of MaloneBailey LLP as independent auditor for 2026

Key Terms

reverse stock split, Class B common stock, broker non-votes, advisory basis

4 terms

reverse stock split financial

"to effect a reverse stock split of our issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Class B common stock financial

"to designate the Class B common stock, with each share of Class B"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

broker non-votes regulatory

"For | | Against | | Abstain | | Broker Non-Votes 56,104,172"

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.

advisory basis regulatory

"Approval, on an advisory basis, of the compensation of the Company’s"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Picard Medical (PMI) stockholders approve regarding the reverse stock split?

Stockholders approved a charter amendment authorizing a reverse stock split of issued and outstanding common stock at a ratio between 1-for-15 and 1-for-50, with the exact ratio and timing to be set by the Board of Directors in its sole discretion.

What voting rights will Picard Medical (PMI) Class B common stock carry?

Stockholders approved an amendment to designate Class B common stock, with each Class B share entitled to 20 votes per share. The proposal passed with 51,739,973 votes for, 4,938,305 against, and 9,327 abstentions, plus 2,282,437 broker non-votes.

How did Picard Medical (PMI) stockholders vote on executive compensation in 2026?

On an advisory basis, stockholders approved the compensation of named executive officers, casting 56,104,172 votes for, 490,596 against, and 92,837 abstentions, with 2,282,437 broker non-votes. This supports the company’s current executive pay program as described in its proxy materials.

What frequency of future say-on-pay votes did Picard Medical (PMI) adopt?

Stockholders supported holding advisory votes on executive compensation every one year, with 56,309,300 votes for one year, 152,766 for two years, 105,108 for three years, and 120,431 abstentions, plus 2,282,437 broker non-votes. The board chose an annual frequency consistent with this outcome.

How many shares were entitled to vote at Picard Medical’s (PMI) 2026 annual meeting?

A total of 102,695,935 shares of common stock were entitled to vote, representing shares outstanding as of June 26, 2026, the record date for the annual meeting. These shares formed the basis for quorum and voting on all proposals.

Was Picard Medical’s (PMI) independent auditor for 2026 ratified?

Yes. Stockholders ratified the appointment of MaloneBailey LLP as the independent registered public accounting firm for 2026, with 58,514,997 votes for, 137,804 against, and 317,241 abstentions. There were no broker non-votes reported on this proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): July 17, 2026

Picard Medical, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42801		86-3212894
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1992 E Silverlake
Tucson AZ, 85713

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (520) 545-1234

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:

☐	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		PMI		The NYSE American, 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 July 17, 2026, Picard Medical, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting'). All matters submitted for approval by the Company’s stockholders, as described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2026, as amended by the additional definitive proxy materials filed with the SEC on July 8, 2026, were approved. The number of shares of common stock entitled to vote at the Company’s Annual Meeting was 102,695,935, representing the number of shares outstanding as of June 26, 2026, the record date for the Annual Meeting.

The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:

1. Election of directors. The following directors were elected for terms expiring at the 2027 annual meeting of stockholders:

	For		Against		Abstain		Broker Non-Votes
Richard Fang	54,158,482		2,316,008		213,115		2,282,437
Sam Van	56,317,177		154,508		215,920		2,282,437
Joe Xiao	54,033,717		2,438,262		215,626		2,282,437
George Ye	56,289,270		182,809		215,526		2,282,437

2.  Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved.

For		Against		Abstain		Broker Non-Votes
56,104,172		490,596		92,837		2,282,437

3. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. The frequency of every “one year” was approved. 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
56,309,300		152,766		105,108		120,431		2,282,437

Consistent with the stockholder vote, the Company’s board of directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

4. Approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio ranging from 1-for-15 to 1-for-50, with the exact ratio and timing, if at all, to be determined by our Board of Directors, in its sole discretion. The charter amendment to effectuate the reverse stock split was approved.

For		Against		Abstain		Broker Non-Vote
58,138,876		785,970		45,196		N/A

5. Approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to designate the Class B common stock, with each share of Class B common stock entitled to 20 votes per share. The amendment to designate the Class B common stock was approved.

For		Against		Abstain		Broker Non-Vote
51,739,973		4,938,305		9,327		2,282,437

6.  Ratification of the appointment of MaloneBailey LLP as the Company’s independent registered public accounting firm for 2026. The appointment was ratified.

For		Against		Abstain		Broker Non-Vote
58,514,997		137,804		317,241		N/A

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.

	Picard Medical, Inc.
	By:	/s/ Georgina Smith
	Name:	Georgina Smith
	Title:	Chief Accounting Officer

Dated: July 21, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB