Beyond Air Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders
On January 30, 2026, Beyond Air, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of December 3, 2025, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 8,009,488 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 4,221,408 shares of common stock representing in aggregate 52.70% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1. At the Annual Meeting, the terms of the members of the Board expired. Six (6) nominees for director were elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until such director’s prior death, resignation or removal. The result of the votes to elect the six (6) directors was as follows:
| Directors | For | Withheld | Broker Non-Votes | |||
| Steven A. Lisi | 1,876,721 | 140,584 | 2,204,103 | |||
| Robert S. Goodman | 1,900,828 | 116,477 | 2,204,103 | |||
| Robert F. Carey | 1,889,919 | 127,386 | 2,204,103 | |||
| Dr. William Forbes | 1,302,760 | 714,545 | 2,204,103 | |||
| Yoori Lee | 1,259,067 | 758,238 | 2,204,103 | |||
| Erick J. Lucera | 1,294,661 | 722,644 | 2,204,103 |
Proposal 2. At the Annual Meeting, the stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The result of the votes to ratify the appointment of WithumSmith+Brown, PC was as follows:
| For | Against | Abstain | ||
| 4,086,430 | 20,603 | 114,375 |
Proposal 3. At the Annual Meeting, the Company’s stockholders approved the Eighth Amended and Restated 2013 Equity Incentive Plan to increase the number of shares reserved for issuance by 850,000. The result of the votes to approve the Eighth Amended and Restated 2013 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,119,142 | 884,509 | 13,654 | 2,204,103 |
Proposal 4. The Company’s stockholders approved the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (the “Adjournment Proposal”). However, since there were sufficient votes at the time of the Annual Meeting to approve Proposals 1, 2, and 3, such adjournment will not be necessary. The result of the votes to approve the adjournment was as follows:
| For | Against | Abstain | ||
| 2,757,156 | 1,431,611 | 32,641 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 10.1 | Beyond Air, Inc. Eighth Amended and Restated 2013 Equity Incentive Plan (incorporated by reference from Appendix A to the Proxy Statement for Beyond Air, Inc.’s 2026 Annual Meeting of Stockholders, filed with the SEC on December 19, 2025). | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEYOND AIR, Inc. | ||
| Date: February 2, 2026 | By: | /s/ Steven A. Lisi |
| Name: | Steven A. Lisi | |
| Title: | Chief Executive Officer | |