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Virgin Galactic holders back new long-term incentive plan

Virgin Galactic Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders and approval of an updated equity incentive plan.

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Form Type
8-K

Rhea-AI Filing Summary

Virgin Galactic Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders and approval of an updated equity incentive plan. Stockholders approved the Fourth Amended and Restated 2019 Incentive Award Plan, adding 9,450,000 shares so a total of 17,120,437 shares are reserved for issuance and for incentive stock options. The plan also extends the period to grant awards through June 11, 2036, with incentive stock options not granted after April 14, 2036. All director nominees were elected, Ernst & Young LLP was ratified as independent auditor for 2026, executive compensation was approved on an advisory basis, and stockholders indicated a preference for an annual advisory vote on executive pay.

Insights

Routine annual meeting with expanded equity plan and standard governance outcomes.

Virgin Galactic obtained stockholder approval for its Fourth Amended and Restated 2019 Incentive Award Plan, increasing the share reserve to 17,120,437 and extending award grantability to June 11, 2036. This supports ongoing equity-based compensation and retention.

All nine director nominees received more votes “for” than “withheld,” and Ernst & Young LLP was strongly ratified as auditor, which indicates continuity in board composition and external oversight. Advisory approval of named executive officer pay and an annual say-on-pay cadence align with common large-cap governance practices.

Overall, these outcomes are typical of a mature public company’s annual meeting. The equity plan expansion modestly increases potential dilution over time, but specific dilution levels will depend on future grant decisions disclosed in subsequent filings.

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.
New shares added to plan 9,450,000 shares Increase in shares available under Fourth A&R 2019 Incentive Award Plan
Total shares reserved under plan 17,120,437 shares Aggregate shares reserved for issuance and as incentive stock options
Award grant period end June 11, 2036 Final date to grant awards under Fourth A&R Plan
ISO grant cutoff April 14, 2036 Last date to grant incentive stock options under the plan
Auditor ratification votes for 43,076,193 votes Votes in favor of ratifying Ernst & Young LLP for 2026
Say-on-pay votes for 7,369,092 votes Advisory approval of named executive officer compensation
Say-on-pay frequency one-year votes 10,161,566 votes Preference for annual advisory votes on executive compensation
Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan financial
"At the Annual Meeting, the Company’s stockholders approved the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan"
incentive stock options financial
"an aggregate of 17,120,437 shares may be granted as incentive stock options under the Fourth A&R Plan"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
broker non-votes financial
"Raymond Mabus, Jr. | 10,547,129 | 686,169 | 33,317,780"
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 (non-binding) basis regulatory
"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers"
independent registered public accounting firm regulatory
"Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 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.

FAQ

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

What did Virgin Galactic (SPCE) stockholders approve at the 2026 Annual Meeting?
Stockholders approved all five proposals, including electing nine directors, ratifying Ernst & Young LLP as 2026 auditor, approving executive compensation, and adopting the Fourth Amended and Restated 2019 Incentive Award Plan with 17,120,437 shares reserved for issuance.

How many shares are reserved under Virgin Galactic’s Fourth Amended and Restated 2019 Incentive Award Plan?
The updated plan reserves a total of 17,120,437 shares for issuance, reflecting an increase of 9,450,000 shares. The same 17,120,437-share limit also applies specifically to incentive stock options granted under the plan.

How long can Virgin Galactic grant awards under the new Fourth A&R Plan?
Awards may be granted under the Fourth Amended and Restated 2019 Incentive Award Plan through June 11, 2036. However, incentive stock options under the plan may not be granted after April 14, 2036, reflecting Internal Revenue Code requirements.

Was Virgin Galactic’s executive compensation approved by stockholders in 2026?
Yes. On an advisory basis, 7,369,092 votes were cast for approving named executive officer compensation, with 3,620,695 against and 243,503 abstaining. There were 33,317,788 broker non-votes recorded on this say-on-pay proposal.

How often will Virgin Galactic hold advisory votes on executive compensation?
Stockholders indicated a preference for an annual say-on-pay vote, with 10,161,566 votes for one year versus 382,155 for two years and 461,090 for three years. The company currently intends to hold an advisory vote on executive pay every year.

Did Virgin Galactic stockholders ratify Ernst & Young LLP as auditor for 2026?
Yes. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 43,076,193 votes for, 1,268,348 against, and 206,537 abstentions, and no broker non-votes on this proposal.

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

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FALSE000170694600017069462026-06-112026-06-11

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 11, 2026
____________________________________________________________________________________________________________


Virgin Galactic Holdings, Inc.
(Exact name of registrant as specified in its charter)
 ____________________________





Delaware 001-38202 85-3608069
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1700 Flight Way
Tustin, California
92782
(Address of principal executive offices)(Zip Code)
(949) 774-7640
(Registrant’s telephone number, including area code)
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 classTrading Symbol(s)

Name of each exchange on which registered 
Common stock, $0.0001 par value per share SPCE New York Stock Exchange

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; Compensatory Arrangements of Certain Officers.
On June 11, 2026, Virgin Galactic Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the “Fourth A&R Plan”), which was adopted by the Company’s Board of Directors (the “Board”) on April 14, 2026, and became effective on the date of Company stockholder approval.
Fourth A&R Plan
The Fourth A&R Plan amends and restates the Third Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the “Third A&R Plan”) and makes the following material changes to the Third A&R Plan:
  
(i)
Increases the number of shares available by 9,450,000 shares with an aggregate of 17,120,437 shares reserved for issuance under the Fourth A&R Plan;
  
(ii)
Increases the number of shares which may be granted as incentive stock options under the Fourth A&R Plan, such that an aggregate of 17,120,437 shares may be granted as incentive stock options under the Fourth A&R Plan; and
  
(iii)
Extends the right to grant awards through June 11, 2036; provided that incentive stock options (as defined under Section 422 of the Internal Revenue Code of 1986, as amended) may not be granted under the Fourth A&R Plan after April 14, 2036.
The terms and conditions of the Fourth A&R Plan are described in the section entitled “Proposal No. 4: Approval of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”).
The foregoing description of the Fourth A&R Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth A&R Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 Item 5.07
Submission of Matters to a Vote of Security Holders.
On June 11, 2026, the Company held its Annual Meeting. The holders of the Company’s common stock considered and voted on five proposals at the Annual Meeting and cast their votes on each such proposal, each of which was described in the Company’s Proxy Statement. The results were as follows:
Proposal 1 – Election of directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal.
NAME OF DIRECTOR
FOR
WITHHELD
BROKER NON-VOTES
Raymond Mabus, Jr.
 
10,547,129686,16933,317,780
Michael Colglazier
 
10,435,294798,00433,317,780
Henio Arcangeli, Jr.
 
9,752,0871,481,21133,317,780
Allison Belzberg
 
10,469,742763,55733,317,779
Tina Jonas
 
10,529,459703,84033,317,779
Craig Kreeger
 
9,794,1371,439,16133,317,780
Wanda Sigur
 
10,553,397679,90233,317,779
Diana Strandberg
 
8,968,2722,265,02733,317,779
W. Gilbert West
 
10,391,933841,36533,317,780


Proposal 2 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
FOR

AGAINST

ABSTAINED
BROKER NON-VOTES
43,076,1931,268,348206,537-
Proposal 3 – Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
FOR

AGAINST

ABSTAINED
BROKER NON-VOTES
7,369,0923,620,695243,50333,317,788
Proposal 4 – Approval of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan.
FOR

AGAINST

ABSTAINED
 
BROKER NON-VOTES
9,270,0781,757,066206,14933,317,785
Proposal 5 – An advisory (non-binding) vote to approve the frequency of future advisory votes on the compensation of the Company’s named executive officers.
ONE YEAR

TWO YEARS

THREE YEARS
ABSTAINED
BROKER NON-VOTES
10,161,566382,155461,090228,47833,317,789
Based upon the results set forth in Proposal 5 above, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every year.
 Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.

Description
10.1
Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan
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.

 
VIRGIN GALACTIC HOLDINGS, INC.
Date: June 15, 2026 By:/s/ Sarah Kim
 Name:Sarah Kim
 Title:Executive Vice President, Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

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