HBIO Harvard Bioscience 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 June 2, 2026, the stockholders of Harvard Bioscience, Inc. (the “ Company ”) voted to approve the Amended and Restated 2021 Incentive Plan at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The principal modification to the Amended and Restated 2021 Incentive Plan is to increase the number of authorized shares of the Company’s common stock available for issuance pursuant to awards issued thereunder. As of December 31, 2025, 646,520 shares were available for future awards under the Amended and Restated 2021 Incentive Plan. After stockholder approval of the Amended and Restated 2021 Incentive Plan, the number of shares of common stock reserved for issuance pursuant to awards issued thereunder has increased by 400,000 shares. The number of shares of common stock reserved for issuance pursuant to awards issued under the Amended and Restated 2021 Incentive Plan remains subject
to adjustment as provided in the Amended and Restated 2021 Incentive Plan.

The foregoing description of the Amended and Restated 2021 Incentive Plan is qualified in its entirety by reference to the Amended and Restated 2021 Incentive Plan, a copy of which is attached as Annex B to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 21, 2026 (the “Definitive Proxy Statement”), and is incorporated herein by reference.

On June 2, 2026, the stockholders of the Company also approved and adopted an amendment to the Harvard Bioscience, Inc. Employee Stock Purchase Plan (as amended, the “ESPP”) at the Annual Meeting. A detailed description of the ESPP is included under the heading “Proposal 4: Approval Of An Amendment Of The Harvard Bioscience, Inc. Employee Stock Purchase Plan” in the Definitive Proxy Statement, which description is incorporated herein by reference.

The description of the ESPP is qualified in its entirety by reference to the full text of the ESPP, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 2, 2026, the Company held its Annual Meeting, at which the Company’s stockholders voted on five proposals that are described in detail in the Definitive Proxy Statement.

The voting results for each of the proposals are reported below.

Proposal 1 - Election of Directors

The Company’s stockholders elected two Class II Directors for three-year terms, such terms to continue until the annual meeting of stockholders in 2029 and until such Directors’ successors are duly elected and qualified or until his or her earlier resignation or removal:

Name

Votes For

Votes Withheld

Broker Non-Votes

John Duke

1,800,288

28,703

970,538

Katherine A. Eade

1,680,982

148,009

970,538

Proposal 2 –Ratification of the Appointment of Grant Thornton LLP

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as follows:

Votes For

Votes Against

Votes Abstained

2,781,705

13,975

3,849

Proposal 3 –Approval, by Non-Binding Advisory Vote, of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved the compensation of the Company’s named executive officers by a non-binding advisory vote, as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

1,768,695

57,111

3,185

970,538

Proposal 4 – Approval of the Amendment to the Harvard Bioscience, Inc. Employee Stock Purchase Plan

The Company’s stockholders approved the amendment to the Harvard Bioscience, Inc. Employee Stock Purchase Plan to increase the number of authorized shares of common stock available for issuance thereunder, as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

1,705,565

90,905

32,521

970,538

Proposal 5 – Approval of the Amended and Restated 2021 Incentive Plan

The Company’s stockholders approved the Amended and Restated 2021 Incentive Plan to increase the number of authorized shares of common stock available for issuance thereunder, as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

1,131,261

680,030

17,700

970,538

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

10.1

Harvard Bioscience, Inc. Amended and Restated 2021 Incentive Plan. (Annex B to the Proxy Statement on Schedule 14A filed April 21, 2026, and incorporated by reference thereto.)

10.2

Harvard Bioscience, Inc. Employee Stock Purchase Plan, as amended

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