---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-261941"
form_type: "8-K"
ticker: "PDYN"
cik: "0001826681"
company_name: "Palladyne AI Corp."
filed_at: "2026-06-08T20:48:26+00:00"
generated_at: "2026-06-08T20:49:16.948918+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Palladyne AI shareholders approve 4.5M share increase to equity plan and 5.36M RSUs to executives

## Summary
- Stockholders approved amendment to 2021 Equity Incentive Plan, increasing shares by 4,500,000; total authorized now 9,500,000 plus carryover.
- Approved restricted stock unit awards to senior executives covering an aggregate of 5,360,659 shares.
- Elected Dennis Weibling as Class II director with 19.38M for, 3.86M withheld, 9.58M broker non-votes.
- Ratified KPMG LLP as independent auditor for FY2026 with 29.07M for, 3.68M against.
- 69% of shares were represented at meeting (32.8M of 47.5M eligible), establishing quorum.

## SEC filing metadata
- accession: 0001193125-26-261941
- form_type: 8-K
- ticker: PDYN
- cik: 0001826681
- company_name: Palladyne AI Corp.
- filed_at: 2026-06-08T20:48:26+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.02, 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1826681/000119312526261941/0001193125-26-261941-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1826681/000119312526261941/pdyn-20260608.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-261941
- JSON: https://secwatch.observer/filing/0001193125-26-261941.json
- Plain text: https://secwatch.observer/filing/0001193125-26-261941.txt

## Key facts
- Shareholder Votes
  Palladyne AI Corp. shareholders approved Approval of Restricted Stock Unit Awards to our Senior Executives.
  - Outcome: passed
  source text: The restricted stock unit awards to our senior executives were approved. For Against Abstain Broker Non-Votes 19,630,273 3,440,470 169,787 9,575,723
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826681/000119312526261941/0001193125-26-261941-index.htm
- Shareholder Votes
  Palladyne AI Corp. shareholders approved Election of Class II Director.
  - Proposal: director election
  - Outcome: passed
  source text: The following nominee was elected as a Class II director to hold office until our 2029 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal. Nominee For Withhold Broker Non-Votes Dennis Weibling 19,383,890 3,856,640 9,575,723
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826681/000119312526261941/0001193125-26-261941-index.htm
- Shareholder Votes
  Palladyne AI Corp. shareholders approved Approval of the Company's 2021 Equity Incentive Plan, as amended and restated, to increase the number of shares authorized for issuance thereunder.
  - Proposal: equity plan
  - Outcome: passed
  source text: The Company's 2021 Equity Incentive Plan, as amended and restated was approved. For Against Abstain Broker Non-Votes 16,236,339 6,865,822 138,369 9,575,723
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826681/000119312526261941/0001193125-26-261941-index.htm
- Shareholder Votes
  Palladyne AI Corp. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-12-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-12-31
  source text: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 was ratified. For Against Abstain Broker Non-Votes 29,069,119 3,677,340 69,794 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1826681/000119312526261941/0001193125-26-261941-index.htm

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