8-K

Harrow, Inc. (HROW)

8-K 2025-06-20 For: 2025-06-18
View Original
Added on April 10, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): June 18, 2025

HARROW,

INC.

(Exact name of registrant as specified in its charter)

Delaware 001-35814 45-0567010
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation) (Commission<br><br> <br>File<br> Number) (IRS<br> Employer<br><br> <br>Identification<br> No.)
1A Burton Hills Blvd., Suite 200
--- ---
Nashville, Tennessee 37215
(Address<br> of principal executive offices) (Zip<br> Code)

Registrant’s telephone number, including area code: (615) 733-4730

Not

Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class Trading<br> Symbol(s) Name<br> of exchange on which registered
Common<br> Stock, $0.001 par value per share HROW The<br> Nasdaq Stock Market LLC
8.625%<br> Senior Notes due 2026 HROWL The<br> Nasdaq Stock Market LLC
11.875%<br> Senior Notes due 2027 HROWM The<br> Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934: Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.


On June 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The number of shares of common stock entitled to vote at the Annual Meeting was 36,685,171. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 31,271,714. All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:

Proposal1: Election of Directors

Stockholders voted to elect to the Board of Directors the four (4) director nominees named in the Company’s proxy statement to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified. The results of the voting were:

Directors For Withheld Broker Non-Vote
Mark L. Baum 23,643,847 272,563 7,355,304
Adrienne L. Graves 23,200,214 716,196 7,355,304
Lauren P. Silvernail 23,624,033 292,377 7,355,304
Perry J. Sternberg 23,616,257 300,153 7,355,304

Proposal2: Approval of the Harrow, Inc. 2025 Incentive Stock and Awards Plan

Stockholders voted to approve the Harrow, Inc. 2025 Incentive Stock and Awards Plan. The results of the voting were:

For Against Abstain Broker Non-Vote
21,700,605 1,773,539 442,266 7,355,304

Proposal3: Ratification of Auditors

Stockholders ratified the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting were:

For Against Abstain Broker Non-Vote
31,229,548 23,282 18,884 -

Proposal4: To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of the voting were:

For Against Abstain Broker Non-Vote
22,496,427 971,206 448,777 7,355,304

Proposal5: To approve on a non-binding, advisory basis, the frequency of a stockholder advisory vote on the compensation of the Company’snamed executive officers.

Stockholders approved, on a non-binding, advisory basis, a frequency of one year for a stockholder advisory vote on the compensation of the Company’s named executive officers. The results of the voting were:

One Year Two Years Three Years Abstain Broker Non-Vote
20,415,407 7,346 2,868,210 625,447 7,355,304

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARROW, INC.
Dated:<br> June 20, 2025 By: /s/ Andrew R. Boll
Andrew<br> R. Boll
Chief<br> Financial Officer