NRXP Nrx Pharmaceuticals, Inc. - 8-K

Item 5.02

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

At the 2025 Annual Meeting, the Company’s stockholders approved the Amendment No:1 to the Omnibus Incentive Plan (the “ Amendment No. 1 ”) to increase the annual “evergreen” share reserve under the Omnibus Incentive Plan.

Amendment No. 1 increased the annual automatic share increase from the lesser of (a) 1% of the total number of shares outstanding on the last day of the immediately preceding fiscal year, on a fully diluted basis assuming that all shares available for issuance under the Omnibus Incentive Plan are issued and outstanding, or (b) such number of shares as determined by the board of directors, to the lesser of (a) 3,187,234 shares of common stock, (b) 5% of the total number of shares outstanding on the last day of the immediately preceding fiscal year, on a fully diluted basis assuming that all shares available for issuance under the Omnibus Incentive Plan are issued and outstanding, or (c) such number of shares as determined by the board of directors.

The Company’s board of directors approved the Amendment No. 1 subject to the approval of the stockholders at the 2025 Annual Meeting. The Amendment No. 1 became effective at the time of stockholder approval. A copy of the Amendment No. 1 is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The matters voted upon at the 2025 Annual Meeting and the results of the voting by the Company’s stockholders are as follows:

Proposal No. 1 - Election of Class I Directors

The Company’s stockholders elected Chaim Hurvitz and Michael Taylor as Class I directors to serve until the 2028 annual meeting of stockholders and until such director’s successor has been duly elected and qualified. Set forth below are the results of the stockholder vote for each director nominee:

For

Withheld

Broker Non-Vote

Chaim Hurvitz

9,858,733

841,471

7,157,034

Michael Taylor

9,889,210

810,994

7,157,034

Proposal No. 2 – Approval of an amendment to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the “ Omnibus Incentive Plan ” )

The Company’s stockholders approved the amendment to the Omnibus Incentive Plan. Set forth below are the results of the stockholder vote on this proposal:

For

Against

Abstain

Broker Non-Vote

Votes

5,976,632

4,484,064

239,508

7,157,034

Proposal No. 3 - Ratification of Appointment of Auditors

The Company’s stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Set forth below are the results of the stockholder vote on this proposal:

For

Against

Abstain

Votes

17,351,069

256,023

250,146

Proposal No. 4 - Approval of the compensation of the Company ’ s Named Executive Officers via a Non-Binding, Advisory Vote

The Company’s stockholders approved by non-binding, advisory vote on the compensation of the named executive officers of the Company. Set forth below are the results of the stockholder vote on this proposal:

For

Against

Abstain

Broker Non-Vote

Votes

9,969,575

415,739

314,890

7,157,034

For more information about each of the foregoing proposals, please review the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on February 23, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Amendment No. 1 to the NRx Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan

104

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