--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-26-074660" form_type: "8-K" ticker: "ELUT" cik: "0001708527" company_name: "ELUTIA INC." filed_at: "2026-06-16T21:00:09+00:00" generated_at: "2026-06-16T21:03:02.407953+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Elutia stockholders approve 3M share increase in 2020 Incentive Plan; reelect directors ## Summary - First Amendment to 2020 Plan increases share authorization by 3M shares, extends termination to June 2036. - Stockholders approved at annual meeting on June 11, 2026; 77% quorum (34M shares present). - Directors David Colpman and Kevin Rakin reelected as Class III directors; 94% and 99% votes cast for. - Advisory say-on-pay approved with ~98% of votes cast in favor; annual frequency adopted. - Ratification of PricewaterhouseCoopers as FY 2026 auditor with ~99% approval. ## SEC filing metadata - accession: 0001104659-26-074660 - form_type: 8-K - ticker: ELUT - cik: 0001708527 - company_name: ELUTIA INC. - filed_at: 2026-06-16T21:00:09+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1708527/000110465926074660/0001104659-26-074660-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1708527/000110465926074660/elut-20260611x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-074660 - JSON: https://secwatch.observer/filing/0001104659-26-074660.json - Plain text: https://secwatch.observer/filing/0001104659-26-074660.txt ## Key facts - Shareholder Votes ELUTIA INC. shareholders approved Election of two Class III directors to hold office until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified at the 2026-06-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 1 – Election of two Class III directors to hold office until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified: ​ ​ ​ ​ ​ Votes FOR Votes WITHHELD Broker Non-Votes David Colpman 25,384,500 1,708,821 6,948,224 Kevin Rakin 26,902,953 190,368 6,948,224 ​ Accordingly, the nominees for Class III directors were elected. evidence_url: https://www.sec.gov/Archives/edgar/data/1708527/000110465926074660/0001104659-26-074660-index.htm - Shareholder Votes ELUTIA INC. shareholders approved Approval, on an advisory, non-binding basis, of the frequency of future advisory say-on-pay votes at the 2026-06-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 5 – Approval, on an advisory, non-binding basis, of the frequency of future advisory say-on-pay votes: ​ ​ Every 1 Year Every 2 Years Every 3 Years Abstain Broker Non-Votes 20,932,402 1,849,469 4,161,721 149,728 6,948,225 ​ Accordingly, the Company’s stockholders recommended a frequency of “Every 1 Year” for Proposal 5 set forth above. evidence_url: https://www.sec.gov/Archives/edgar/data/1708527/000110465926074660/0001104659-26-074660-index.htm - Shareholder Votes ELUTIA INC. shareholders approved Approval, on an advisory, non-binding basis of the compensation of the Company’s named executive officers at the 2026-06-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 4 – Approval, on an advisory, non-binding basis of the compensation of the Company’s named executive officers: ​ ​ ​ ​ ​ ​ ​ ​ Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 25,617,864 336,249 1,139,206 6,948,226 ​ Accordingly, the Company’s stockholders approved Proposal 4 set forth above. evidence_url: https://www.sec.gov/Archives/edgar/data/1708527/000110465926074660/0001104659-26-074660-index.htm - Shareholder Votes ELUTIA INC. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 at the 2026-06-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026: ​ ​ ​ ​ ​ ​ ​ Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 33,866,728 174,255 562 - ​ Accordingly, the Company’s stockholders approved Proposal 2 set forth above. evidence_url: https://www.sec.gov/Archives/edgar/data/1708527/000110465926074660/0001104659-26-074660-index.htm - Shareholder Votes ELUTIA INC. shareholders approved Approval of the First Amendment to the Elutia Inc. Amended and Restated 2020 Incentive Award Plan at the 2026-06-11 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-11 source text: Proposal 3 – Approval of the First Amendment to the Elutia Inc. Amended and Restated 2020 Incentive Award Plan: ​ ​ ​ ​ ​ ​ ​ ​ Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 22,421,769 3,540,699 1,130,851 6,948,226 ​ Accordingly, the Company’s stockholders approved Proposal 3 set forth above. evidence_url: https://www.sec.gov/Archives/edgar/data/1708527/000110465926074660/0001104659-26-074660-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.