GRI Bio, Inc. filed a Form 8-K on November 4, 2026, reporting the results of its 2026 Annual Meeting of Stockholders held virtually that same day, including stockholder approval of an expanded equity incentive plan.

Key Highlights

  • Shares reserved increased: Stockholders approved adding 546,529 shares of common stock to the Amended and Restated 2018 Equity Incentive Plan.
  • Evergreen provision extended: The plan's evergreen provision was extended to January 1, 2036, according to the filing.
  • Quorum of 42.37%: Of 2,186,115 eligible shares, 926,474 shares, or approximately 42.37%, were present or represented by proxy at the meeting.
  • Auditor ratified: Stockholders voted 883,489 to 23,019 to ratify WithumSmith+Brown, PC as independent registered public accounting firm for fiscal year ending December 31, 2026.
  • Two Class III directors elected: W. Marc Hertz, Ph.D. received 206,059 votes for, and David Szekeres received 204,761 votes for, each to serve until the 2029 Annual Meeting.
  • Equity plan proposal passed narrowly: Proposal 3 received 136,205 votes for and 102,978 votes against, with 684,435 broker non-votes.

GRI Bio Stockholders Vote on Directors, Auditor, and Equity Plan at 2026 Annual Meeting

GRI Bio, Inc. (NASDAQ:GRI), a Delaware corporation headquartered in La Jolla, California, disclosed the outcomes of four proposals voted on at its 2026 Annual Meeting of Stockholders. The meeting was held virtually on November 4, 2026, at 11:00 a.m. Eastern Time. The record date for eligible voters was September 22, 2026, and the company's definitive proxy statement was filed with the SEC on September 28, 2026.

Under Proposal 1, stockholders elected W. Marc Hertz, Ph.D. and David Szekeres as Class III directors, each to serve until the 2029 Annual Meeting. Hertz received 206,059 votes for and 32,542 against, while Szekeres received 204,761 votes for and 35,933 against. Both tallies included 684,435 broker non-votes. Under Proposal 2, WithumSmith+Brown, PC was ratified as the company's independent auditor for the fiscal year ending December 31, 2026, with 883,489 votes for, 23,019 against, and 19,966 abstentions.

Proposal 3, the amendment and restatement of the Amended and Restated 2018 Equity Incentive Plan, was approved with 136,205 votes for and 102,978 against. The approved changes increase shares reserved for issuance by 546,529 and extend the evergreen provision to January 1, 2036. The complete plan text was filed as Exhibit 10.1 to the Form 8-K. Proposal 4, covering potential adjournment of the meeting, received 828,697 votes for and 57,084 against.

What Was Disclosed

GRI Bio reported voting results from its November 4, 2026 Annual Meeting, confirming the election of two directors, ratification of its auditor, and stockholder approval of an expanded equity incentive plan adding 546,529 shares with an extended evergreen provision through January 1, 2036.