TNYA Tenaya Therapeutics, Inc. - 8-K

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

Tenaya Therapeutics, Inc. (the “Company”) amended and restated its 2021 Equity Incentive Plan (the “A&R 2021 Equity Incentive Plan”), effective as of May 27, 2026 upon approval by the stockholders of the Company at the Annual Meeting (as defined below).

The amendments to the A&R 2021 Equity Incentive Plan included (1) a one-time increase to the number of shares of common stock reserved for issuance by approximately 3% of the Company’s outstanding shares (6,509,966 shares), (2) an amendment to the annual “evergreen” provision to remove the annual limit of 4 million shares, while maintaining the annual increase at 4% of the Company’s outstanding shares, and (3) limiting the number of shares that can be issued as incentive stock options under the plan.

The material terms of the A&R 2021 Equity Incentive Plan are described in “Proposal No. 3 - Approval of the Tenaya Therapeutics, Inc. Amended and Restated 2021 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 16, 2026, which description is incorporated herein by reference.

The foregoing description of the A&R 2021 Equity Incentive Plan is qualified in its entirety by reference to the text of the A&R 2021 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

The Company held its annual meeting of stockholders (the “Annual Meeting”) on May 27, 2026. The matters voted upon at the Annual Meeting and the voting results for each proposal are set forth below.

Proposal 1: Election of Class II Directors

Name of Director Nominee

For

Withheld

Broker Non-Votes

Amy Burroughs, M.B.A.

87,345,171

2,943,581

48,606,132

Karah Parschauer, J.D.

86,234,879

4,053,873

48,606,132

Catherine Stehman-Breen, M.D.

87,110,660

3,178,092

48,606,132

Each director nominee was duly elected to serve until the 2029 annual meeting of stockholders and until their successor is duly elected and qualified, subject to earlier resignation or removal.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

For

Against

Abstain

Broker Non-Votes

135,650,321

2,023,657

1,220,906

0

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 3: Approval of the Company’s Amended and Restated 2021 Equity Incentive Plan

For

Against

Abstain

Broker Non-Votes

67,356,607

20,575,701

2,356,444

48,606,132

The stockholders approved the amendment and restatement of the Company’s 2021 Equity Incentive Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amended and Restated 2021 Equity Incentive Plan

104

The cover page of this Current Report on Form 8-K, formatted in inline XBRL.