Key Highlights

  • Byrna stockholders elected all eight director nominees at the virtual annual meeting held on September 25, 2026.
  • EisnerAmper LLP was ratified as auditor for the fiscal year ending November 30, 2026, with 16,406,202 votes for.
  • The advisory vote on executive compensation was approved, with 8,783,248 votes for and 1,556,869 against.
  • Shares present represented about 73.0% of the 23,404,754 shares outstanding and entitled to vote, which constituted a quorum.

Byrna Technologies Inc. (NASDAQ:BYRN) reported the results of its 2026 annual meeting of stockholders in a Form 8-K filed under Item 5.07 (Submission of Matters to a Vote of Security Holders). The meeting was held on September 25, 2026 in a virtual format.

Stockholders elected all eight director nominees, ratified EisnerAmper LLP as the company's independent auditor for the fiscal year ending November 30, 2026, and approved executive compensation on a non-binding advisory basis. The report was signed on September 29, 2026 by Laurilee Kearnes, Chief Financial Officer.

Attendance and Quorum

The Record Date for the meeting was August 18, 2026. According to the filing, 17,091,057 shares were present or represented by proxy, about 73.0% of the 23,404,754 shares outstanding and entitled to vote, which constituted a quorum. Only three proposals were submitted: the election of directors, the ratification of the auditor and the advisory vote on executive pay. The filing states that no frequency vote and no additional proposals were put to stockholders. The company reports each proposal's outcome in a table that lists votes for, against, abstained and broker non-votes, and the figures below are taken from those tables.

Election of Directors

All eight nominees were elected. The filing reports the following votes for and against, with 5,282,397 broker non-votes for each nominee. Conn Davis received 8,999,615 votes for and 1,560,614 against. Leonard Elmore received 8,371,919 for and 2,184,574 against. Herbert Hughes received 8,389,836 for and 2,172,999 against. TJ Kennedy received 8,513,564 for and 2,049,881 against.

Rose Lopez Keravuori received 9,664,496 for and 636,367 against. Matthew McBrady, Ph.D. received 11,639,985 for and 122,946 against. Chris Lavern Reed received 8,604,319 for and 2,043,426 against, and Adam Roth received 8,508,040 for and 1,939,224 against. Abstentions ranged from 45,729 for Dr. McBrady to 1,507,797 for Ms. Lopez Keravuori.

Broker non-votes are shares held by Brokers for which the broker lacked authority to vote on a proposal without instructions from the beneficial owner. They count toward the quorum but not toward the votes for or against those particular items, which is why the totals for the director and pay proposals differ from the auditor vote.

Auditor and Executive Pay

On the ratification of EisnerAmper LLP as independent registered public accounting firm for the year ending November 30, 2026, the vote was 16,406,202 for, 301,617 against and 383,238 abstaining. There were no broker non-votes on this item, since brokers generally may vote on auditor ratification without instructions.

The advisory vote on the compensation of the named executive officers was approved with 8,783,248 votes for, 1,556,869 against and 1,468,543 abstentions, alongside 5,282,397 broker non-votes. Because the vote is non-binding, it does not obligate the board to take any particular action, though it gives the board a measure of stockholder sentiment.

The margins varied by nominee. Leonard Elmore received the fewest votes for, at 8,371,919, while Dr. McBrady received the most, at 11,639,985, with lower against and abstention counts than the other seven nominees.

Byrna's Vote Margins and the Next Proxy Cycle

Byrna's fiscal year ends November 30, 2026, the period for which EisnerAmper LLP was ratified, so the auditor's engagement relates to the year now under way. The company's next proxy statement, for a future annual meeting, would set out the proposals for that meeting, and this Form 8-K does not give a date for it.