Key Highlights

  • Board size fixed at five directors with four new members added on July 1, 2026.
  • George Hornig named Executive Chairman and board chair, while Terrence Tierney remains interim CEO.
  • Equity plan amendment reduces automatic annual share increase from 10% to 3% starting Jan. 1, 2027.

Polomar Health Services Inc. (OTC: PMHS) filed a corporate governance update on July 1, 2026 that reshapes its board composition, senior management, and equity compensation framework. The changes were adopted by unanimous written consent and are intended to support the company’s strategic objectives.

Board Expansion and New Directors

The board was resized to five seats, and four individuals joined alongside incumbent Gabriel Del Virginia. All five directors will serve until the next annual shareholders’ meeting or until a vacancy occurs. The expansion was ratified by holders of the Series A Convertible Preferred Stock, satisfying the requirements of the stock’s certificate of designations.

Executive Chairman Appointment

George Hornig was elevated to Executive Chairman, assuming the dual role of board chair and an executive officer. This appointment consolidates leadership under a single executive, aligning board oversight with day‑to‑day operations. Hornig’s chairmanship is expected to provide continuity as the company navigates upcoming initiatives.

Interim CEO Continuity

Terrence M. Tierney retained his position as Interim Chief Executive Officer, functioning as the principal executive officer and de facto president under the amended bylaws. Tierney’s ongoing involvement ensures operational stability while the board finalizes a permanent CEO selection.

New Officers and Legal Counsel

Timothy M. Papp was named Secretary and General Counsel. Papp brings over two decades of experience in corporate governance, securities compliance, and M&A advisory across public and private life‑science firms. His legal oversight will be pivotal as Polomar Health Services implements its revised governance and compensation policies.

Equity Plan Revision

The company amended its equity plan, lowering the automatic annual increase in authorized common shares from 10% to 3% of the shares outstanding as of Dec. 31 of the prior year, beginning with the increase scheduled for Jan. 1, 2027.

The plan otherwise remains unchanged, with issuance under the plan from ten percent to three percent.

By‑laws Overhaul

A comprehensive amendment to the bylaws was also adopted. Highlights include a flexible board size range, a majority‑voting standard for uncontested elections, remote meeting allowances, and expanded indemnification provisions. The updated bylaws align the company’s governance with Nevada statutory requirements and modern shareholder engagement practices.

Special Committee for Potential Acquisition

A Special Committee was formed to evaluate a proposed acquisition of intellectual property from entities linked to the Series A Preferred Stockholders. The committee may retain independent counsel and a financial advisor, and any transaction will require a favorable recommendation before board approval. The healthcare sector is seeing increased activity in terms of corporate restructuring and governance updates, as companies like Polomar Health Services aim to enhance their strategic positions and operational efficiency.

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