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SIGA Technologies (SIGA) investors approve 15M-share stock incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SIGA Technologies, Inc. reported the results of its 2026 annual stockholders meeting. Stockholders approved an amendment to the Amended and Restated 2010 Stock Incentive Plan, increasing the maximum shares of common stock authorized for issuance under the plan from 8,500,000 to 15,000,000, an increase of 6,500,000 shares.

Shareholders representing 62,436,105 shares, or 87.05% of shares outstanding as of April 17, 2026, were present or represented by proxy. They elected eight directors, ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, and approved a non-binding advisory resolution on executive compensation.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Plan share increase 6,500,000 shares Additional common shares authorized under 2010 Stock Incentive Plan
Plan maximum shares 15,000,000 shares New maximum shares authorized for issuance under 2010 Plan
Previous plan limit 8,500,000 shares Former maximum shares authorized under 2010 Plan
Shares represented 62,436,105 shares Shares present or represented by proxy at 2026 annual meeting
Meeting participation rate 87.05% Percent of shares outstanding as of April 17, 2026 record date
Plan amendment votes for 38,823,234 votes Votes in favor of increasing plan shares to 15,000,000
Amended and Restated 2010 Stock Incentive Plan financial
"approved an amendment to the 2010 Plan to increase the maximum number of shares"
non-binding advisory resolution financial
"approved the non-binding advisory resolution on the compensation of the Company’s named executive officers"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker “non votes” financial
"With respect Proposals (1), (2) and (4) there were 11,201,471 broker “non votes.”"
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Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 9, 2026

SIGA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware
0-23047
13-3864870
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. employer identification no.)

31 East 62nd Street
New York, New York
10065
(Address of principal executive offices)
(Zip code)

Registrant’s telephone number, including area code: (212) 672-9100

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))

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, $.0001 par value
SIGA
The Nasdaq Global 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

SIGA Technologies, Inc. (the “Company”) held its 2026 annual meeting of stockholders on June 9, 2026 (the “Annual Meeting”). As further described under Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved an amendment (“Plan Amendment”) to the Company’s Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), to increase the aggregate number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), authorized for issuance under the 2010 Plan by 6,500,000 shares.

A summary of the Plan Amendment is contained in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 28, 2026 (the “Proxy Statement”) and the Supplement to the Proxy Statement filed with the SEC on May 8, 2026 (the “Supplement”), in connection with the Annual Meeting under the heading “PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN BY 6,500,000 SHARES” and are incorporated herein by reference.

The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the 2010 Plan and the Plan Amendment, copies of which are attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

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

At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of the Company held on June 9, 2026, stockholders representing 62,436,105 shares of common stock, or 87.05% of the shares of common stock outstanding as of the April 17, 2026, record date, attended or were represented by proxy. The items listed below were submitted to a vote of the stockholders who attended or were represented by proxy, and were entitled to vote at, the 2026 Annual Meeting. Final voting results are shown below.

At the 2026 Annual Meeting, the stockholders of the Company (i) elected eight director nominees to hold office until the 2026 Annual Meeting of Stockholders of the Company and their successors are elected and qualified and until their earlier resignation or removal, (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) approved the non-binding advisory resolution on the compensation of the Company’s named executive officers, and (iv) approved an amendment to the 2010 Plan to increase the maximum number of shares of Common Stock authorized for issuance under the 2010 Plan from 8,500,000 shares to 15,000,000 shares. Set forth below are the final voting results for the four proposals submitted to a vote of the stockholders.

(1) Election of the following individuals to hold office as directors of the Company for terms of one year.

Name
For
Withheld



Jaymie A. Durnan
45,259,891
5,974,743



Harold E. Ford, Jr
50,828,584
406,050



General John M. Keane
50,710,136
524,498



Joseph W. Marshall, III
45,722,184
5,512,450



Gary J. Nabel, M.D., Ph.D.
46,871,987
4,362,647



Julian Nemirovsky
49,445,175
1,789,459



Diem Nguyen, Ph.D., MBA
49,884,604
1,350,030



Holly L. Phillips, M.D.
48,612,659
2,621,975


(2) Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

For
Against
Abstain
62,040,317
343,043
52,745


(3) Approval of the non-binding advisory resolution on the compensation of the Company’s named executive officers.

For
Against
Abstain
48,744,042
2,404,456
86,136


(4) Approval of an amendment to the 2010 Plan to increase the maximum number of shares of Common Stock authorized for issuance under the 2010 Plan from 8,500,000 shares to 15,000,000 shares.

For
Against
Abstain
38,823,234
12,390,841
20,559

With respect Proposals (1), (2) and (4) there were 11,201,471 broker “non votes.”

Item 9.01.
Financial Statements and Exhibits.

(d)
The following exhibits are included in this report:

Exhibit
No.
Description



10.1
SIGA Technologies, Inc. Amended and Restated 2010 Stock Incentive Plan and its Amendment



104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SIGA TECHNOLOGIES, INC.



By:
/s/ Daniel J. Luckshire

Name: Daniel J. Luckshire

Title: Chief Financial Officer


Date: June 10, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What did SIGA (SIGA) stockholders approve at the 2026 annual meeting?

SIGA stockholders approved several key items, including eight director elections, ratification of PricewaterhouseCoopers LLP as independent auditor for 2026, a non-binding advisory vote on executive compensation, and an amendment to the 2010 Stock Incentive Plan increasing available common shares for issuance to 15,000,000.

How many additional shares did SIGA (SIGA) add to its 2010 Stock Incentive Plan?

SIGA increased the shares authorized under its 2010 Stock Incentive Plan by 6,500,000. This amendment raises the plan’s maximum from 8,500,000 shares of common stock to 15,000,000 shares, expanding the pool available for equity-based awards to employees, directors, and other eligible participants.

What level of shareholder participation did SIGA (SIGA) have at the 2026 annual meeting?

At SIGA’s 2026 annual meeting, stockholders representing 62,436,105 shares of common stock participated. This represented 87.05% of the shares outstanding as of the April 17, 2026 record date, indicating a high quorum for voting on directors, compensation, auditor ratification, and the plan amendment.

Did SIGA (SIGA) stockholders approve the executive compensation advisory vote?

Yes. SIGA stockholders approved the non-binding advisory resolution on executive compensation, with 48,744,042 votes for, 2,404,456 votes against, and 86,136 abstentions. This advisory vote indicates shareholder support for the company’s named executive officer pay program as presented in the proxy materials.

Who is SIGA’s (SIGA) independent registered public accounting firm for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as SIGA’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 62,040,317 votes for, 343,043 votes against, and 52,745 abstentions, confirming shareholder support for retaining PwC in this role.

How did SIGA (SIGA) stockholders vote on the stock incentive plan amendment?

The amendment to SIGA’s 2010 Stock Incentive Plan was approved with 38,823,234 votes for, 12,390,841 votes against, and 20,559 abstentions. There were also 11,201,471 broker non-votes. The amendment increases the maximum shares authorized for issuance under the plan to 15,000,000.

Filing Exhibits & Attachments

4 documents

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