ENVB Enveric Biosciences, Inc. - 8-K

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

On
May 22, 2026, the Compensation Committee recommended, and the Board of Directors (the “Board”) of Enveric Biosciences, Inc.
(the “Company”) approved and adopted, (i) a new form of Restricted Stock Unit Award Agreement (“RSU Agreement”)
and (ii) a new form of Restricted Stock Award Agreement (the “RSA Agreement”, and together with the RSU Agreement, the “Award
Agreements”), in each case under the Company’s 2020 Long-Term Incentive Plan, as amended (the “Plan”).

The
RSU Agreement provides for time-based vesting over a four-year period, with 25% of the award vesting on the first anniversary of the
grant date and the remaining portion vesting in substantially equal monthly installments thereafter, and generally provides that vested
units are settled upon a change in control or termination of service, subject to compliance with Section 409A of the Internal Revenue
Code. The RSU Agreement also includes provisions providing for full vesting upon a change in control, limited accelerated vesting upon
certain qualifying terminations, forfeiture of unvested units upon termination of service, and, in the case of a termination for cause,
forfeiture of vested but unsettled units.

The
RSA Agreement generally provides for time-based vesting on a specified vesting date, subject to continued service through such date,
with unvested shares forfeited upon a termination of service prior to vesting, and includes customary restrictions on transfer and provisions
regarding stockholder rights prior to vesting.

The
Award Agreements will be used in connection with future grants of restricted stock units and restricted stock to the Company’s
named executive officers and directors, as applicable.

The
foregoing description of the Award Agreements does not purport to be complete and is qualified in its entirety by reference to the full
text of the forms of RSU Agreement and RSA Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference. The full text of the Plan is included in Exhibit 10.3.

Item
5.07 Submission of Matters to a Vote of Security Holders.

On
May 28, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). A total of 991,828 shares
of the Company’s common stock were present in person or represented by proxy at the 2026 Annual Meeting, which represented 52.54%
of the outstanding shares of common stock entitled to vote at the 2026 Annual Meeting and constituted a quorum for the transaction of
business. Holders of the Company’s common stock were entitled to one vote per share of common stock held as of the close of business
on March 30, 2026, the record date for the 2026 Annual Meeting. The matters submitted for a vote and the related results are set forth
below. At the 2026 Annual Meeting, each of the five matters were presented for a vote to the stockholders:

● The
election of six directors, to serve until the Company’s 2027 annual meeting of stockholders or until their successors are duly
elected and qualified (“Election of Directors”);

● An
advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “Say-on-Pay
Proposal”);

● The
extension of the approval of the Company’s Board to amend the Company’s Amended and Restated Certificate of Incorporation,
as amended (the “Charter”) to, at the discretion of the Board, effect a reverse stock split with respect to the Company’s
issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-5 to 1-for-15, with
the ratio within such range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”);

● The
extension of the approval of the Board to amend the Charter to, at the discretion of the Board, increase the authorized number of shares
of common stock from 100,000,000 to 5,000,000,000 shares (“Authorized Stock Increase Proposal”); and

● The
ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2026 (the “Auditor Ratification Proposal”).

The
proposal to approve the adjournment of the 2026 Annual Meeting was not presented for a vote.

The
final vote results for each of these five matters are set forth below.

1.

The
votes cast on the Election of Directors were as follows:

Nominee

Votes
For

Withheld

Broker
Non-Votes

Michael
Webb

564,143

37,590

390,095

George
Kegler

531,522

70,211

390,095

Frank
Pasqualone

531,937

69,796

390,095

Marcus
Schabacker, M.D., Ph.D.

566,038

35,695

390,095

Joseph
Tucker, Ph.D.

565,386

36,347

390,095

Sheila
DeWitt, Ph.D

565,534

36,199

390,095

2.

The
votes cast on the advisory vote for the Say-on-Pay Proposal were as follows:

Votes
For

Votes
Against

Abstentions

Broker
Non-Votes

569,552

26,884

5,297

390,095

3.

The
votes cast on the Reverse Stock Split Proposal were as follows:

Votes
For

Votes
Against

Abstentions

793,344

190,175

8,309

4.

The
votes cast on the Authorized Stock Increase Proposal were as follows:

Votes
For

Votes
Against

Abstentions

427,158

555,147

9,523

5.

The
votes cast on the Auditor Ratification Proposal were as follows:

Votes
For

Votes
Against

Abstentions

960,728

19,347

11,753

For
more information about the foregoing proposals, please see the Company’s proxy statement for the 2026 Annual Meeting, together
with any supplements thereto. The results reported above are final voting results. No other matters were considered or voted upon at
the meeting.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
Number

Description

10.1

Form of RSU Agreement

10.2

Form of RSA Agreement

10.3

Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed with the Commission on March 24, 2025)

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