Palomino Laboratories Inc. filed a Form 8-K on November 6, 2026, reporting the results of its 2026 annual meeting of stockholders held on November 5, 2026, including director elections, auditor ratification, and an amendment to its 2025 Equity Incentive Plan.

Key Highlights

  • Three directors elected: Jeffrey B. Shealy, Steven P. DenBaars, and Richard Ogawa were each elected with 16,283,371 votes in favor and 0 votes withheld.
  • Auditor ratified unanimously: KNAV CPA LLP was ratified as independent registered public accounting firm for fiscal year ending December 31, 2026, by a vote of 16,283,371 in favor, 0 against, and 0 abstentions.
  • Equity plan amended: The 2025 Equity Incentive Plan was amended to increase shares reserved for issuance to the greater of 10,000,000 shares or 15% of issued and outstanding common stock on an as-converted basis.
  • Plan amendment approved with some opposition: The equity plan amendment passed with 14,891,169 votes for, 129,702 against, and 1,262,500 abstentions.
  • Emerging growth company: Palomino Laboratories Inc. is designated as an emerging growth company under applicable securities rules, according to the filing.

Palomino Laboratories 2026 Stockholder Vote Results in Detail

Palomino Laboratories Inc., a Delaware corporation headquartered at 130 Castilian Drive, Suite 102, Goleta, CA 93117, held its 2026 annual meeting of stockholders on November 5, 2026, at 10:00 a.m. Pacific time via live audio webcast. According to the filing, three proposals were submitted to stockholders, and results were reported under Item 5.07 of Form 8-K.

The filing disclosed that Jeffrey B. Shealy, Steven P. DenBaars, and Richard Ogawa were each elected to serve on the board of directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each director received 16,283,371 votes in favor and 0 votes withheld. The company also reported that KNAV CPA LLP was ratified as its independent registered public accounting firm for the fiscal year ending December 31, 2026, with identical vote totals of 16,283,371 in favor, 0 against, and 0 abstentions.

The third proposal concerned an amendment to the company's 2025 Equity Incentive Plan. According to the filing, the amendment changed Section 17(c) of the 2025 Plan so that shares reserved for issuance will be, "at all times, the greater of 10,000,000 shares or fifteen percent (15%) of our issued and outstanding shares of common stock (on an as-converted basis)." The filing also noted that Section 16(a)(i) was amended to clarify that an increase in total shares under Section 17(c) does not require a separate plan amendment. This proposal passed with 14,891,169 votes for, 129,702 against, and 1,262,500 abstentions. The amendment is filed as Exhibit 10.1.

What Was Disclosed

Palomino Laboratories Inc. disclosed the voting results of its November 5, 2026 annual stockholder meeting, covering the election of three directors, ratification of KNAV CPA LLP as auditor, and approval of an amendment expanding shares available under its 2025 Equity Incentive Plan.