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Aethlon Medical shareholders approved adding 100,000 shares to the company’s 2020 Equity Incentive Plan and elected five directors at the company’s virtual annual meeting on October 1, 2026. They also approved proposals expanding authorized common and preferred shares and permitting specified and future securities issuances. Those authorizations do not, by themselves, establish that any later share issuance, financing, or strategic transaction has occurred.
Who was elected to Aethlon Medical’s board?
Shareholders elected all five nominees. Each director will serve until the next annual meeting or until a successor is duly elected and qualified, unless the director’s service ends earlier through death, resignation, or removal. The company reported these vote totals in its October 1, 2026 Form 8-K:
| Director | For | Against | Abstentions |
|---|---|---|---|
| Edward G. Broenniman | 209,265 | 4,000 | 1,939 |
| James B. Frakes | 210,601 | 3,456 | 1,147 |
| Nicolas Gikakis | 210,684 | 3,510 | 1,010 |
| Angela Rossetti | 211,000 | 3,207 | 997 |
| Chetan S. Shah, MD | 210,803 | 3,406 | 995 |
What did shareholders approve at the annual meeting?
Equity incentive plan amendment
The amendment adds 100,000 shares of common stock to the number authorized for issuance under Aethlon’s 2020 Equity Incentive Plan, as amended. The board approved the amendment subject to shareholder approval on July 10, 2026; it became effective October 1, 2026. The vote was 204,289 for, 8,407 against, and 2,509 abstentions, with 184,547 broker non-votes reported.
Authorized common and preferred shares
Shareholders approved increasing the number of authorized common shares from 20,000,000 to 200,000,000. The vote was 370,879 for, 27,208 against, and 1,667 abstentions. They also authorized 20,000,000 preferred shares and gave the board authority to establish their series and terms; that proposal received 204,121 votes for, 9,528 against, and 1,556 abstentions.
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Aethlon’s board said the common-share increase and preferred-stock authorization were intended to provide flexibility for potential strategic transactions, such as mergers, acquisitions, or other business combinations. That rationale, stated in the company’s 2026 proxy statement, is not evidence that a particular transaction or issuance is planned. The proxy explains that preferred shares could have rights senior to or different from common shares, depending on terms set later by the board and applicable legal or listing requirements.
Approvals for securities issuances
Shareholders approved several issuance-related proposals, including:
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- For purposes of Nasdaq Listing Rule 5635(d), issuance of up to 1,126,602 shares upon exercise of common and placement-agent warrants from the July 2026 offering: 208,774 for, 4,449 against, and 1,982 abstentions.
- Issuance in one or more future private financing transactions: 206,858 for, 6,412 against, and 1,935 abstentions.
- Issuance in one or more future warrant inducement transactions: 206,058 for, 6,385 against, and 2,762 abstentions.
These votes approve the specified authority; they are not proof that the shares have been issued or that a future financing or warrant inducement has taken place.
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Shareholders ratified Haskell & White LLP as Aethlon’s independent registered public accounting firm for the fiscal year ending March 31, 2027, by a vote of 396,657 for, 2,743 against, and 352 abstentions. They also approved, on an advisory basis, named executive officer compensation: 205,507 for, 6,027 against, and 3,671 abstentions. The adjournment proposal passed, but the chair did not adjourn because the other proposals had passed.
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How many shares were represented at the meeting?
The virtual annual meeting took place on October 1, 2026. On the August 10, 2026 record date, 711,136 common shares were outstanding. Holders of 399,752 shares—approximately 56.21% of the shares entitled to vote—were represented, establishing a quorum. These figures are reported by Aethlon in its Form 8-K.
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