{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-020669","form_type":"8-K","ticker":"PALI","cik":"0001357459","company_name":"PALISADE BIO, INC.","filed_at":"2023-06-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.550497+00:00","generated_at":"2026-06-14T03:36:44.040835+00:00","sec_items":["1.01","3.02","5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Palisade Bio CEO gets pay raise; shareholders OK equity plan amendments increasing shares","bullets":["CEO J.D. Finley's base salary raised to $542,000 from $490,000; bonus target increased to 50% from 45%, effective June 1, 2023.","Committee approved 245,660 employee options and 112,030 RSUs; each of 7 directors gets 5,160 options or 2,580 options plus 1,880 RSUs.","Shareholders approved 2021 Equity Incentive Plan amendment, increasing authorized shares by 708,072 and annual evergreen to 7.5% from 4%.","Shareholders also approved 2021 ESPP amendment, adding 109,944 shares and raising annual increase to 2.5% from 1%.","Annual meeting elected directors Neal, Finley, Gray as Class III directors to 2026; all other proposals passed."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-020669","json":"https://secwatch.observer/filing/0001493152-23-020669.json","markdown":"https://secwatch.observer/filing/0001493152-23-020669.md","text":"https://secwatch.observer/filing/0001493152-23-020669.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1357459/000149315223020669/0001493152-23-020669-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1357459/000149315223020669/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T03:36:44.040835+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1aac95cebf6329396439863beaa7f822bf871421","claim":"PALISADE BIO, INC. shareholders approved Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 5. Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results were as follows: Votes Non-Votes 765,257 553,499 13,352 1,618,807","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1357459/000149315223020669/0001493152-23-020669-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"22de885141d85c3437a0c008c9a8609d1c6e0b77","claim":"PALISADE BIO, INC. shareholders approved Approval, on a non-binding, advisory basis, the frequency of holding future advisory votes on executive compensation every 1, 2, or 3 years. at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 6. Approval, on a non-binding, advisory basis, the frequency of holding future advisory votes on executive compensation every 1, 2, or 3 years. The Company’s stockholders approved, on an advisory basis, one (1) year as the frequency of holding future advisory votes on executive compensation. The Final results were as follows: 1 Year 2 Years 3 Years Withhold / Abstentions Broker Non-Votes 665,444 46,080 589,820 30,764 1,618,807","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1357459/000149315223020669/0001493152-23-020669-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"3420d0b4b6637e6191c3bb3b8edc61be5597d3f5","claim":"PALISADE BIO, INC. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the selection of Baker Tilly US, LLP by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the selection of Baker Tilly US, LLP by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results were as follows: Votes Non-Votes 2,732,124 198,268 20,523 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1357459/000149315223020669/0001493152-23-020669-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"40958d231416cddf37c38dc99bbc2f02f9aa2825","claim":"PALISADE BIO, INC. shareholders approved Approval of amendments to the Palisade 2021 Equity Incentive Plan to increase (i) the number of shares of common stock issuable under the plan by 708,072 shares and (ii) the annual evergreen share increase amount from 4% to 7.5% of the outstanding shares of common stock on January 1 of each year; an at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 3. Approval of amendments to the Palisade 2021 Equity Incentive Plan to increase (i) the number of shares of common stock issuable under the plan by 708,072 shares and (ii) the annual evergreen share increase amount from 4% to 7.5% of the outstanding shares of common stock on January 1 of each year; and the approval of conditional grants to employees which are exercisable or convertible for up to an aggregate of 209,700 shares of common stock. The Company’ stockholders approved the amendments to the 2021 Equity Incentive Plan. The final voting results were as follows: Votes Non-Votes 714,204 611,973 5,931 1,618,807","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1357459/000149315223020669/0001493152-23-020669-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"a44b6114ba91c553409b9cd6ced854022009567d","claim":"PALISADE BIO, INC. shareholders approved Approval of amendments to the Palisade 2021 Employee Stock Purchase Plan to increase (i) the number of shares of common stock authorized under the plan by 109,944 shares and (ii) the annual evergreen share increase amount from 1% to 2.5% of the outstanding shares of common stock on January 1 of each at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 4. Approval of amendments to the Palisade 2021 Employee Stock Purchase Plan to increase (i) the number of shares of common stock authorized under the plan by 109,944 shares and (ii) the annual evergreen share increase amount from 1% to 2.5% of the outstanding shares of common stock on January 1 of each year. year. The Company’ stockholders approved the amendments to the 2021 Employee Stock Purchase Plan. The final voting results were as follows: Votes Non-Votes 763,625 552,036 16,447 1,618,807","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1357459/000149315223020669/0001493152-23-020669-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"f188faeb0082295e01e3e6bdee382413c4887122","claim":"PALISADE BIO, INC. shareholders approved Election of Directors. The Company’s stockholders elected the three (3) persons listed below as Class III directors, each to serve until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 1. Election of Directors. The Company’s stockholders elected the three (3) persons listed below as Class III directors, each to serve until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results were as follows: Name Votes Withheld Broker Non-Votes James Neal 833,667 498,441 1,618,807 J.D. Finley 837,917 494,191 1,618,807 Mary Ann Gray, Ph.D. 495,347 495,347 1,618,807","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1357459/000149315223020669/0001493152-23-020669-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}