STOCK TITAN

Peraso CEO named interim CFO as Sullivan resigns

Peraso’s CFO will step down in October 2026 as the CEO assumes interim finance roles and stockholders approve a 1.5 million-share increase to the equity plan.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Peraso Inc. (PRSO) reported that Chief Financial Officer and Secretary James Sullivan has resigned, effective October 2, 2026, including from officer and director roles at its subsidiaries. The company states his resignation is for personal reasons and not due to any disagreement over operations, policies, practices, or financial reporting.

Chief Executive Officer Ronald Glibbery has been appointed interim Chief Financial Officer, Secretary, principal financial officer, and principal accounting officer, effective October 2, 2026, and will receive no additional compensation beyond his CEO pay. Stockholders approved an amendment to the Amended and Restated 2019 Stock Incentive Plan to increase the shares reserved for issuance by 1,500,000, along with all director nominees and the other proposals presented at the September 10, 2026 annual meeting, where shares representing 41.62% of voting power were present.

Positive

  • None.

Negative

  • Chief Financial Officer resignation: James Sullivan will leave his roles effective October 2, 2026, creating a leadership transition in the finance function even though the company reports his departure is for personal reasons and not due to disagreements.

Filing Explained

The shareholder-approved increase adds 1,500,000 shares to the 2019 Plan’s reserve for issuance; the filing does not report grants or issuances, so it expands future issuance capacity rather than documenting immediate dilution of existing holders.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Additional shares reserved under 2019 Stock Incentive Plan 1,500,000 shares Increase in common stock reserved under the Amended and Restated 2019 Stock Incentive Plan approved September 10, 2026
Annual Meeting voting power represented 41.62% Voting power of outstanding shares present or represented by proxy at the September 10, 2026 Annual Meeting
Votes for director Ronald Glibbery 887,320 votes Election of Ronald Glibbery as director at the 2026 Annual Meeting
Votes withheld for director Ronald Glibbery 230,011 votes Election of Ronald Glibbery as director at the 2026 Annual Meeting
Broker non-votes on director elections 5,157,456 votes Broker non-votes recorded in the director election proposals at the 2026 Annual Meeting
Votes for a key proposal 5,937,751 votes One shareholder proposal approved with 5,937,751 for, 169,037 against, 167,999 abstain, and no broker non-votes
broker non-vote financial
"Broker Non-Vote | ----------------------------------------------------- Ronald Glibbery"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
principal financial officer financial
"designated Mr. Glibbery as the Company’s principal financial officer"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
principal accounting officer financial
"and principal accounting officer, in each case effective October 2, 2026"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
Amended and Restated 2019 Stock Incentive Plan financial
"approved an amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan"
Regulation S-K regulatory
"The information required by Items 401(b), (d) and (e) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
proxy statement financial
"described in more detail in the Proxy Statement"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

FAQ

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

Why did Peraso Inc. (PRSO) announce a CFO change in this 8-K?

Peraso disclosed that James Sullivan resigned as Chief Financial Officer and Secretary, effective October 2, 2026, including from officer and director positions at subsidiaries. The company states his resignation is for personal reasons and not due to any disagreement on operations or financial reporting.

Who will serve as interim CFO of Peraso Inc. (PRSO) after October 2, 2026?

Ronald Glibbery, Peraso’s Chief Executive Officer and a board member, will serve as interim Chief Financial Officer, Secretary, principal financial officer, and principal accounting officer starting October 2, 2026, and will not receive additional compensation for these interim roles.

What change was approved to Peraso’s 2019 Stock Incentive Plan (PRSO)?

Stockholders approved an amendment to the Amended and Restated 2019 Stock Incentive Plan increasing the number of shares of common stock reserved for issuance by 1,500,000 shares. The amended plan is filed as Exhibit 10.1 and is incorporated by reference.

What was the shareholder turnout at Peraso’s 2026 Annual Meeting (PRSO)?

At the September 10, 2026 Annual Meeting, a quorum was present, with shares representing approximately 41.62% of the voting power of outstanding voting stock present in person virtually or represented by proxy and entitled to vote.

Were Peraso Inc. (PRSO) director nominees elected at the 2026 Annual Meeting?

Yes. All four nominees—Ronald Glibbery, Cornelis Links, Andreas Melder, and Robert Y. Newell—were elected as directors. For example, Glibbery received 887,320 votes for, 230,011 withheld, and 5,157,456 broker non-votes.

Did Peraso’s stockholders approve other proposals at the 2026 Annual Meeting (PRSO)?

Yes. Multiple proposals were approved. One proposal received 5,937,751 votes for, 169,037 against, and 167,999 abstain with no broker non-votes, while other proposals, including the plan amendment, also achieved majority support.

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): September 8, 2026

 

PERASO INC.

(Exact Name of Registrant as Specified in Charter)

 

000-32929

(Commission File Number)

 

Delaware   77-0291941
(State or Other Jurisdiction
of Incorporation)
  (I.R.S. Employer
Identification Number)

 

2033 Gateway Pl., Suite 500

San Jose, CA 95110

(Address of principal executive offices, with zip code)

 

(408) 418-7500

(Registrant’s telephone number, including area code)

 

N/A

(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   PRSO   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 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Departure of Chief Financial Officer 

 

On September 8, 2026, James Sullivan notified Peraso Inc. (the “Company”) of his resignation as Chief Financial Officer and Secretary of the Company and from his positions as an officer and director of the Company’s subsidiaries, effective October 2, 2026 (the “Resignation”). Mr. Sullivan’s Resignation is for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, or its financial statements or disclosures. The Company thanks Mr. Sullivan for his service and wishes him well in his future endeavors.

 

Appointment of Interim Chief Financial Officer 

 

Ronald Glibbery, the Company’s Chief Executive Officer and a member of the Board, has been appointed to serve as interim Chief Financial Officer and Secretary of the Company, and designated Mr. Glibbery as the Company’s principal financial officer and principal accounting officer, in each case effective October 2, 2026 and continuing until a successor is duly appointed and qualified. Mr. Glibbery will serve in this interim capacity in addition to his continuing role as Chief Executive Officer. Mr. Glibbery will not receive any additional salary, bonus, equity award, or other compensation in connection with his service in these interim capacities, and his compensation will remain as previously approved by the Board with respect to his role as Chief Executive Officer.

 

The information required by Items 401(b), (d) and (e) of Regulation S-K regarding Mr. Glibbery was previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 10, 2026, and such information is incorporated by reference herein. Mr. Glibbery is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

 

Share Increase to the Amended and Restated 2019 Stock Incentive Plan 

 

As reported below under Item 5.07 of this Current Report on Form 8-K, on September 10, 2026, at the Company’s 2026 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan (as amended from time to time, the “2019 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 1,500,000 shares (the “Plan Amendment”). A summary of the material terms of the Plan Amendment is included under the heading “Proposal 3” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 10, 2026 (the “Proxy Statement”), and such summary is incorporated by reference herein. The Amended and Restated 2019 Plan, reflecting the Plan Amendment, is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of Exhibit 10.1.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On September 10, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately 41.62% of the voting power of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting. The Company’s stockholders voted on six proposals, which are described in more detail in the Proxy Statement.

 

Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:

 

  Proposal 1 - Election of directors to serve until the next annual meeting of stockholders.

 

   For   Withheld   Broker Non-Vote 
Ronald Glibbery   887,320    230,011    5,157,456 
Cornelis Links   1,006,218    111,113    5,157,456 
Andreas Melder   1,004,156    113,175    5,157,456 
Robert Y. Newell   999,538    117,793    5,157,456 

 

All of the foregoing candidates were elected to serve as directors until the next annual meeting of stockholders and until the election and qualification of his successor or his earlier resignation, removal or death.

 

1

 

Proposal 2 - Ratification of the audit committee’s appointment of Weinberg & Company, P.A. as independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

For   Against   Abstain   Broker Non-Vote 
 5,937,751    169,037    167,999    - 

 

The foregoing proposal was approved.

 

  Proposal 3 - Approval of the amendment of the 2019 Plan to increase the number of shares currently reserved for issuance thereunder by 1,500,000 shares.

 

For   Against   Abstain   Broker Non-Vote 
 686,303    390,534    40,494    5,157,456 

 

The foregoing proposal was approved.

 

Proposal 4 - Advisory approval of the compensation of the named executive officers.

 

For   Against   Abstain   Broker Non-Vote 
 775,954    285,755    55,622    5,157,456 

 

The foregoing proposal was approved.

 

Proposal 5 - Approval, for purposes of Nasdaq Listing Rule 5635(d), of the issuance of shares of the common stock to Roth Principal Investments, LLC pursuant to the Common Stock Purchase Agreement, dated as of June 30, 2026.

 

For   Against   Abstain   Broker Non-Vote 
 766,186    319,640    31,505    5,157,456 

 

The foregoing proposal was approved.

 

Proposal 6 - Approval of one or more adjournments of the Annual Meeting.

 

For   Against   Abstain   Broker Non-Vote 
 5,552,667    539,570    182,550    - 

 

The foregoing proposal was approved.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1*   Amended and Restated Peraso Inc. 2019 Stock Incentive Plan, as amended
104   The cover page of this Current Report on Form 8-K formatted in Inline XBRL

 

*Management contract, compensatory plan or arrangement

 

2

 

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.

 

  PERASO INC.
   
Date: September 11, 2026 By: /s/ James Sullivan
    James Sullivan
Chief Financial Officer

 

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Filing Exhibits & Attachments

4 documents

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