--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-26-028458" form_type: "8-K" ticker: "ABEO" cik: "0000318306" company_name: "ABEONA THERAPEUTICS INC." filed_at: "2026-06-12T20:30:25+00:00" generated_at: "2026-06-12T20:49:28.775685+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.5 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Abeona shareholders reject removing advance notice provision; approve share reserve increase ## Summary - Directors Goldan and Zeiher elected; say-on-pay and Deloitte auditor ratified. - Increase in shares reserved under 2023 Equity Plan from 8.4M to 11.5M approved with 23.97M for, 5.72M against. - Proposal to remove advance notice provision for director nominations failed (needed 66.67%; got 24.56M for, 4.67M against). - Broker non-votes of 12.26M shares present on director election, say-on-pay, and equity plan proposals. ## SEC filing metadata - accession: 0001493152-26-028458 - form_type: 8-K - ticker: ABEO - cik: 0000318306 - company_name: ABEONA THERAPEUTICS INC. - filed_at: 2026-06-12T20:30:25+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.5 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/318306/000149315226028458/0001493152-26-028458-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/318306/000149315226028458/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-028458 - JSON: https://secwatch.observer/filing/0001493152-26-028458.json - Plain text: https://secwatch.observer/filing/0001493152-26-028458.txt ## Key facts - Shareholder Votes ABEONA THERAPEUTICS INC. shareholders rejected Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision for director nominations at the 2026-06-12 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2026-06-12 source text: Proposal 5. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision for director nominations. A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision for director nominations was not approved because it did not receive the required affirmative vote of the holders of at least 66 2/3% of the outstanding shares of Common Stock. The proposal received the following votes: Votes For Votes Against Abstentions Broker Non-Votes 24,559,006 4,667,640 502,415 12,256,230 evidence_url: https://www.sec.gov/Archives/edgar/data/318306/000149315226028458/0001493152-26-028458-index.htm - Shareholder Votes ABEONA THERAPEUTICS INC. shareholders approved Election of Directors at the 2026-06-12 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-12 source text: Proposal 1. Election of Directors. Keith A. Goldan and Bernhardt G. Zeiher, M.D. were elected to serve as Class 1 directors of the Company until the 2029 annual meeting of stockholders and until their successors are elected and qualified. The results of the election of directors are as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Keith A. Goldan 28,305,958 1,352,589 70,514 12,256,230 Bernhardt G. Zeiher, M.D. 28,131,990 1,577,444 19,627 12,256,230 evidence_url: https://www.sec.gov/Archives/edgar/data/318306/000149315226028458/0001493152-26-028458-index.htm - Shareholder Votes ABEONA THERAPEUTICS INC. shareholders approved Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm at the 2026-06-12 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-12 source text: Proposal 3. Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm. A proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 was approved by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 40,560,995 1,381,486 42,810 — evidence_url: https://www.sec.gov/Archives/edgar/data/318306/000149315226028458/0001493152-26-028458-index.htm - Shareholder Votes ABEONA THERAPEUTICS INC. shareholders approved Approval of an Increase in the Number of Shares Reserved for Issuance Under the Second A&R Plan at the 2026-06-12 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-12 source text: Proposal 4. Approval of an Increase in the Number of Shares Reserved for Issuance Under the Second A&R Plan. A proposal to an increase in the number of shares reserved for issuance under the Second Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan from 8,400,000 to 11,500,000 was approved by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 23,975,061 5,720,643 33,357 12,256,230 evidence_url: https://www.sec.gov/Archives/edgar/data/318306/000149315226028458/0001493152-26-028458-index.htm - Shareholder Votes ABEONA THERAPEUTICS INC. shareholders approved Advisory Vote on Compensation of Named Executive Officers at the 2026-06-12 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-12 source text: Proposal 2. Advisory Vote on Compensation of Named Executive Officers. An advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 23,300,653 4,511,866 1,916,542 12,256,230 evidence_url: https://www.sec.gov/Archives/edgar/data/318306/000149315226028458/0001493152-26-028458-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.