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Get filing alertsPalladyne AI shareholders approve 5.4M restricted stock units to executives, 4.5M share plan expansion
Filed June 8, 2026 · Period ending June 8, 2026 · ~1 min read
Key Changes
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high
Shareholders approved 5,360,659 restricted stock units to senior executives, representing significant equity compensation and potential dilution to existing holders. Awards became fully effective upon stockholder approval.
Item 5.07: Executive RSUs verify on EDGAR → -
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2021 Equity Incentive Plan expanded by 4,500,000 shares, increasing the pool available for future employee and executive compensation grants. Proposal passed with 70% approval.
Item 5.07: Plan Amendment verify on EDGAR → -
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Dennis Weibling elected as Class II director to serve until 2029 annual meeting, receiving 83% of votes cast. Routine board composition matter.
Item 5.07: Director Election verify on EDGAR → -
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KPMG LLP ratified as independent auditor for fiscal year 2026 with 89% approval. No auditor change or accounting concerns disclosed.
Item 5.07: Auditor Ratification verify on EDGAR →
Summary
Palladyne AI Corp. held its annual shareholder meeting on June 8, 2026, where stockholders approved substantial equity compensation for senior executives. The most significant action was approval of restricted stock unit awards covering 5.36 million shares to the executive team—awards that were previously approved by the Board but required shareholder consent to become effective.
This represents meaningful potential dilution for existing shareholders as these RSUs vest over time. Shareholders also approved a 4.5 million share increase to the company's 2021 Equity Incentive Plan, expanding the pool available for future grants. Combined with the executive RSUs, the company has authorized nearly 10 million shares for equity compensation purposes.
The meeting also included routine matters: director Dennis Weibling was re-elected and KPMG was ratified as auditor. Retail investors should monitor the company's dilution trajectory and watch for the vesting schedule details of the executive RSUs in upcoming proxy filings. The size of these grants relative to the company's outstanding share count will determine the actual impact on per-share value as awards vest.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
8-K filing appears incomplete or truncated, disclosing only a fragment referencing unregistered equity sales and senior executive awards.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 3.02 Unregistered Sales of Equity Securities.
The description of the Senior Executive Awards (as defined below) in
The 8-K references Item 3.02, which typically discloses sales of equity securities without registration under the Securities Act. The filing mentions Senior Executive Awards but the text is incomplete or truncated, providing no substantive details about the transaction, recipients, amounts, or terms. Without complete information, the materiality and investor impact cannot be assessed.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
an amendment and restatement of the Palladyne AI Corp. 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock that may be issued under the 2021 Plan by 4,500,000 shares
Stockholders approved expanding the 2021 Equity Incentive Plan by 4,500,000 shares. This increases the pool of shares available for future equity compensation grants to employees and executives. The amendment was previously approved by the Board subject to stockholder approval at the Annual Meeting.
Added in current filing · verify on EDGAR →
certain restricted stock unit awards covering an aggregate of 5,360,659 shares of common stock to senior executives of the Company (the “Senior Executive Awards”), which Senior Executive Awards became fully effective and eligible for vesting upon receipt of stockholder approval at the Annual Meeting
Stockholders approved restricted stock unit awards totaling 5,360,659 shares to senior executives. These awards were previously approved by the Board but required stockholder approval to become fully effective and eligible for vesting. This represents significant equity compensation to the executive team and potential dilution to existing shareholders.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting results: director elected, auditor ratified, equity plan expansion and executive RSU awards approved by shareholders.
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The Company's 2021 Equity Incentive Plan, as amended and restated was approved.
Shareholders approved an amendment to increase the number of shares authorized under the 2021 Equity Incentive Plan. The proposal received 16,236,339 votes for, 6,865,822 against, and 138,369 abstentions. This expands the pool available for future equity compensation.
Added in current filing · verify on EDGAR →
The restricted stock unit awards to our senior executives were approved.
Shareholders approved restricted stock unit awards for senior executives, with 19,630,273 votes for, 3,440,470 against, and 169,787 abstentions. This authorizes specific equity compensation grants to the executive team.
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Dennis Weibling | 19,383,890 | 3,856,640 | 9,575,723
Dennis Weibling was elected as a Class II director to serve until the 2029 annual meeting. He received 19,383,890 votes for, 3,856,640 withheld, with 9,575,723 broker non-votes.
Added in current filing · verify on EDGAR →
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 was ratified.
Shareholders ratified KPMG LLP as the independent auditor for fiscal year 2026, receiving 29,069,119 votes for, 3,677,340 against, and 69,794 abstentions. This is a routine annual approval with no auditor change.
Event · Item 9.01 — Financial Statements and Exhibits
Palladyne AI Corp. filed an amended and restated 2021 Equity Incentive Plan with no other material disclosures.
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10.1
Palladyne AI Cop. Amended and Restated 2021 Equity Incentive Plan
The company filed an amended and restated version of its 2021 Equity Incentive Plan as Exhibit 10.1. The 8-K provides no details about what changes were made to the plan, such as increases in share reserves, modifications to vesting terms, or changes to participant eligibility.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 9, 2026 · How we verify