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  4. [8-K] VirnetX Holding Corp Reports Material Event

VirnetX (VHC) investors back director slate, auditor and larger equity plan

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

Rhea-AI Filing Summary

VirnetX Holding Corporation reported the results of its 2026 annual meeting of stockholders. Stockholders approved an amendment to the Amended and Restated 2013 Equity Incentive Plan, increasing the number of shares of common stock reserved for issuance under the plan by 1,000,000 shares.

Two Class I directors, Kendall Larsen and Gary W. Feiner, were elected to serve until the 2029 annual meeting. Stockholders ratified the appointment of Farber Hass Hurley LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory basis, the compensation of the company’s named executive officers. A quorum was present, with 2,639,678 shares represented, equal to 63.06% of the voting power as of the April 16, 2026 record date.

Positive

  • None.

Negative

  • None.

Insights

VirnetX shareholders backed all 2026 meeting proposals, including a larger equity plan.

VirnetX Holding Corporation’s stockholders approved all four items at the 2026 annual meeting. The key change is an amendment to the 2013 Equity Incentive Plan adding 1,000,000 shares to the pool reserved for equity awards, supporting ongoing stock-based compensation and incentives.

Both Class I directors were re-elected, auditor Farber Hass Hurley LLP was ratified for the fiscal year ending on December 31, 2026, and the advisory vote on executive compensation received majority support. Turnout showed 2,639,678 shares represented, or 63.06% of voting power as of the April 16, 2026 record date. The overall outcome reflects shareholder approval of current governance, compensation, and incentive structures.

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.
Additional equity plan shares 1,000,000 shares Increase in common stock reserved under Amended and Restated 2013 Equity Incentive Plan
Shares represented at meeting 2,639,678 shares Common stock present in person or by proxy at 2026 annual meeting
Voting power represented 63.06% Voting power of common stock as of April 16, 2026 record date
Proposal 1 votes for Larsen 1,229,553 votes Votes for election of Class I director Kendall Larsen
Proposal 1 votes for Feiner 1,137,272 votes Votes for election of Class I director Gary W. Feiner
Auditor ratification votes for 2,486,962 votes Votes for ratifying Farber Hass Hurley LLP as auditor for FY ending Dec. 31, 2026
Say-on-pay votes for 1,177,363 votes Advisory approval of named executive officers’ compensation
Equity plan amendment votes for 1,014,822 votes Approval of amendment increasing equity incentive plan share reserve
Equity Incentive Plan financial
"approved an amendment to the Company’s Amended and Restated 2013 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
broker non-votes financial
"the number of abstentions and broker non-votes as to each such 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
"ratification of the appointment of Farber Hass Hurley 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.
advisory vote financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
quorum financial
"constituting a quorum for the transaction of business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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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 11, 2026


VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)


Delaware
001-33852
77-0390628
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

308 Dorla Court, Suite 206
Zephyr Cove, Nevada 89448
(Address of principal executive offices, including zip code)

(775) 548-1785
(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 (see General Instruction A.2):

☐
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
VHC
NASDAQ


Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

Approval of an Amendment to the Amended and Restated 2013 Equity Incentive Plan

On June 11, 2026, VirnetX Holding Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Company’s common stock reserved for issuance under the Plan by 1,000,000 shares.

The foregoing description of the Plan is qualified in its entirety by reference to the full text of the amended and restated Plan, filed as Exhibit 10.1 hereto.

ITEM 5.07.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)

Present at the 2026 Annual Meeting in person or by proxy were holders of 2,639,678 shares of the Company’s common stock, representing 63.06% of the voting power of the shares of the Company’s common stock as of April 16, 2026, the record date for the 2026 Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the 2026 Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

(b)

At the 2026 Annual Meeting, the Company’s stockholders (i) elected the Company’s Class I director nominees, (ii) ratified the appointment of Farber Hass Hurley LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026, (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iv) approved an amendment to the Plan to increase the share reserve.

Proposal 1: Election of two Class I directors to serve until the 2029 Annual Meeting of Stockholders:

 
Votes For
  
Votes Withheld
  
Broker Non-Votes
Kendall Larsen
1,229,553
  
45,508
  
1,364,617
Gary W. Feiner
1,137,272
  
137,789
  
1,364,617

Proposal 2: Ratification of the appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

 
Votes For
  
Votes Against
  
Abstentions
 
2,486,962
  
140,839
  
11,877

Proposal 3: Advisory vote to approve the compensation of the Company’s named executive officers:

 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
 
1,177,363
  
93,643
  
4,055
  
1,364,617

Proposal 4: Approval of the amendment to the Company’s Amended and Restated 2013 Equity Incentive Plan:

 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
 
1,014,822
  
254,814
  
5,425
  
1,364,617

ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

   
Incorporated by Reference Herein
  
Exhibit
No.
Description
Form
Exhibit
No.
Filing
Date
File No.
Filed
Herewith
10.1
Amended and Restated 2013 Equity Incentive Plan, as amended.
        
X
104
Cover Page Interactive Data File, formatted in inline XBRL.
          

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.

 
VirnetX Holding Corporation
     
 
By:
/s/ Kendall Larsen
   
Kendall Larsen
   
Chief Executive Officer
Dated: June 16, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What equity plan change did VirnetX (VHC) stockholders approve in 2026?

Stockholders approved an amendment to VirnetX’s Amended and Restated 2013 Equity Incentive Plan, increasing the shares of common stock reserved for issuance under the plan by 1,000,000 shares to support future equity-based awards and incentives.

Which directors were elected at VirnetX (VHC) 2026 annual meeting?

Stockholders elected two Class I directors, Kendall Larsen and Gary W. Feiner, to serve until the 2029 annual meeting of stockholders, indicating continued support for the company’s existing board leadership and corporate governance structure.

Did VirnetX (VHC) stockholders approve the auditor for 2026?

Yes. Stockholders ratified the appointment of Farber Hass Hurley LLP as VirnetX’s independent registered public accounting firm for the fiscal year ending December 31, 2026, confirming support for the company’s chosen external auditor.

How did VirnetX (VHC) shareholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of VirnetX’s named executive officers. The advisory vote received majority support, signaling shareholder acceptance of the company’s current executive pay practices and related policies.

What was shareholder turnout at VirnetX (VHC) 2026 annual meeting?

Holders of 2,639,678 shares of VirnetX common stock were present in person or by proxy, representing 63.06% of the voting power as of the April 16, 2026 record date, which constituted a quorum for conducting business.

Were all proposals approved at VirnetX (VHC) 2026 annual meeting?

Yes. Stockholders approved all four proposals: election of two Class I directors, ratification of Farber Hass Hurley LLP as auditor, an advisory vote on executive compensation, and an amendment increasing the equity plan share reserve by 1,000,000 shares.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents