---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-087210"
form_type: "8-K"
ticker: "VERU"
cik: "0000863894"
company_name: "VERU INC."
filed_at: "2023-03-31T23:59:59+00:00"
generated_at: "2026-06-17T08:46:08.056698+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Veru shareholders elect all six director nominees, ratify RSM as auditor, approve say-on-pay on triennial basis

## Summary
- All six director nominees elected; Steiner received 29.2M for, 1.5M withheld; broker non-votes 24.0M.
- Shareholders ratified RSM US LLP as auditor for FY2023 with 53.8M votes for, 0.8M against.
- Non-binding say-on-pay approved with 23.8M for, 6.4M against.
- Shareholders voted for triennial say-on-pay frequency (19.4M votes); board adopts every three years, next vote in 2026.

## SEC filing metadata
- accession: 0001193125-23-087210
- form_type: 8-K
- ticker: VERU
- cik: 0000863894
- company_name: VERU INC.
- filed_at: 2023-03-31T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/863894/000119312523087210/0001193125-23-087210-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/863894/000119312523087210/d471780d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-087210
- JSON: https://secwatch.observer/filing/0001193125-23-087210.json
- Plain text: https://secwatch.observer/filing/0001193125-23-087210.txt

## Key facts
- Shareholder Votes
  VERU INC. shareholders approved Advisory (non-binding) vote on the executive compensation of the Company’s named executive officers at the 2023-03-28 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-03-28
  source text: 3. Advisory (non-binding) vote on the executive compensation of the Company’s named executive officers: The shareholders voted in favor of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/863894/000119312523087210/0001193125-23-087210-index.htm
- Shareholder Votes
  VERU INC. shareholders approved Ratification of Auditors at the 2023-03-28 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-03-28
  source text: 2. Ratification of Auditors: The shareholders voted to ratify the appointment by the Company’s Audit Committee of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/863894/000119312523087210/0001193125-23-087210-index.htm
- Shareholder Votes
  VERU INC. shareholders approved Election of Directors at the 2023-03-28 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-03-28
  source text: 1. Election of Directors: The following individuals were nominated for election to the Board of Directors for terms that expire at the next annual meeting of shareholders. All of the nominated directors were elected.
  evidence_url: https://www.sec.gov/Archives/edgar/data/863894/000119312523087210/0001193125-23-087210-index.htm
- Shareholder Votes
  VERU INC. shareholders approved Advisory (non-binding) vote on the frequency of the advisory vote on the executive compensation of the Company’s named executive officers at the 2023-03-28 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-03-28
  source text: 4. Advisory (non-binding) vote on the frequency of the advisory vote on the executive compensation of the Company’s named executive officers: The shareholders voted to recommend that the Company include an advisory vote on the compensation of the Company’s named executive officers pursuant to the rules of the Securities and Exchange Commission every three years.
  evidence_url: https://www.sec.gov/Archives/edgar/data/863894/000119312523087210/0001193125-23-087210-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.