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SenesTech (SNES) shareholders back directors, equity plan and 2026 auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SenesTech, Inc. reported the voting results from its 2026 annual meeting of stockholders held on June 9, 2026. Stockholders elected Class I directors Jake S. Leach and Joshua M. Moss to three-year terms running until the 2029 annual meeting.

Investors also approved, on a non-binding advisory basis, the 2025 executive compensation package in the Say-on-Pay proposal. The 2018 Equity Incentive Plan was amended to add 1,200,000 additional shares of common stock available for issuance. Stockholders further ratified M&K CPAS, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

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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.
Leach election votes for 1,293,056 votes Election of Jake S. Leach as Class I director
Moss election votes for 1,319,573 votes Election of Joshua M. Moss as Class I director
Say-on-Pay votes for 1,184,641 votes Advisory approval of 2025 executive compensation
Equity plan share increase 1,200,000 shares Increase in shares under 2018 Equity Incentive Plan
Auditor ratification votes for 2,754,180 votes Ratification of M&K CPAS, PLLC for fiscal 2026
Say-on-Pay broker non-votes 1,685,508 votes Broker non-votes on advisory compensation proposal
Say-on-Pay financial
"approved, on a non-binding advisory basis, the compensation of our named executive officers for fiscal 2025 (“Say-on-Pay”)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
2018 Equity Incentive Plan financial
"approved an amendment to our 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares"
broker non-votes regulatory
"as well as the number of abstentions and broker non-votes with respect to each matter."
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.
independent registered public accounting firm financial
"ratified the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026."
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.
annual meeting of stockholders regulatory
"held its 2026 annual meeting of stockholders (the “Annual Meeting”)."
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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): June 9, 2026
SenesTech, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3794120-2079805
(State or other jurisdiction
of incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
13430 North Dysart Road, Suite 105
Surprise, AZ
85379
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (928) 779-4143
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueSNES
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 June 9, 2026, SenesTech, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2026, as supplemented.

Our stockholders elected the individuals listed below as a Class I directors at the Annual Meeting, each to serve for a three-year term until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.

DirectorVotes ForVotes WithheldBroker Non-Votes
Jake S. Leach1,293,056 71,778 1,685,508 
Joshua M. Moss1,319,573 45,261 1,685,508 

Our stockholders approved, on a non-binding advisory basis, the compensation of our named executive officers for fiscal 2025 (“Say-on-Pay”).

Votes ForVotes AgainstAbstentionsBroker Non-Votes
Say-on-Pay Proposal1,184,641 122,408 57,785 1,685,508 

Our stockholders approved an amendment to our 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares of common stock available for issuance under the 2018 Plan by 1,200,000 shares (the “2018 Amended Plan”).

Votes ForVotes AgainstAbstentionsBroker Non-Votes
2018 Amended Plan1,155,241 204,833 4,760 1,685,508 

Our stockholders ratified the appointment of M&K CPAS, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
Ratification of M&K CPAS, PLLC as our independent registered public accounting firm2,754,180 225,124 71,038 — 



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.
Date: June 10, 2026SENESTECH, INC.
By:/s/ Thomas C. Chesterman
Thomas C. Chesterman
Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

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

Stockholders elected two Class I directors, approved 2025 executive compensation on a non-binding basis, amended the 2018 Equity Incentive Plan to add 1,200,000 shares, and ratified M&K CPAS, PLLC as independent auditor for the fiscal year ending December 31, 2026.

Who was elected to SenesTech (SNES) board as Class I directors in 2026?

Jake S. Leach and Joshua M. Moss were elected as Class I directors. They will each serve three-year terms, expiring at the 2029 annual meeting of stockholders, and will continue until their successors are duly elected and qualified under the company’s governance framework.

How did SenesTech (SNES) stockholders vote on the 2025 Say-on-Pay proposal?

The 2025 Say-on-Pay proposal passed with 1,184,641 votes for, 122,408 against, and 57,785 abstentions, plus 1,685,508 broker non-votes. This non-binding advisory vote reflects stockholder views on compensation for SenesTech’s named executive officers for fiscal year 2025.

What change was made to SenesTech’s 2018 Equity Incentive Plan?

Stockholders approved an amendment to the 2018 Equity Incentive Plan to increase available common shares by 1,200,000. The vote tally was 1,155,241 for, 204,833 against, 4,760 abstentions, and 1,685,508 broker non-votes, expanding the pool for future equity awards.

Which audit firm did SenesTech (SNES) stockholders ratify for fiscal 2026?

Stockholders ratified M&K CPAS, PLLC as independent registered public accounting firm for the year ending December 31, 2026. The vote was 2,754,180 for, 225,124 against, and 71,038 abstentions, with no broker non-votes reported for this auditor ratification proposal.

What were the vote totals for SenesTech (SNES) director elections in 2026?

For Jake S. Leach, there were 1,293,056 votes for, 71,778 withheld, and 1,685,508 broker non-votes. For Joshua M. Moss, there were 1,319,573 votes for, 45,261 withheld, and 1,685,508 broker non-votes, confirming both as Class I directors through the 2029 meeting.

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