MLSS 8-K
Milestone Scientific Inc. (MLSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Ms. Kelly Ulto and Mr. Greg Shilling were elected by the Board of Directors (the “Board”) of Milestone Scientific Inc. (the “Company”) as directors and to the committees and in the positions indicated below at the meeting of the Board held on June 20, 2026, for terms ending at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), the end of the term of a vacancy filled. Such election occurred after the Company’s proxy for its 2026 Annual Meeting had been mailed, and such persons were therefore not elected by the stockholders at the 2026 Annual Meeting. To continue such persons as directors of the Company and as chairs and members of the committees on which they had previously served, on July 29, 2026, the Board:
| ● | Re-elected each of Kelly Ulto and Greg Shilling to serve as a director of the Company, effective July 27, 2026, until the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”) or until their respective successor is duly elected and qualified, or such director’s earlier resignation or removal; | |
| ● | Reaffirmed its determination that each of Ms. Ulto and Mr. Shilling is independent under the applicable NYSE American listing standards; | |
| ● | Reaffirmed its determination that Ms. Ulto qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K as well as Rule 10A-3 under the Securities Exchange Act of 1934, as applicable; | |
| ● | Appointed Ms. Ulto as Chair of the Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee; and | |
| ● | Appointed Mr. Shilling as Chair of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee. |
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2026 Annual Meeting was held on July 27, 2026. At the 2026 Annual Meeting, the Company’s stockholders:
| ● | Elected the following five incumbent directors, to serve until the 2027 Annual Meeting or until their respective successors have been duly elected and qualified: Benedetta Casamento, Neal Goldman, Eric Hines, Dr. Didier Demesmin and Dr. Dawood Sayed; | |
| ● | Approved an amendment to the Company’s Restated Certificate of Incorporation increasing the number of authorized shares of common stock from 125,000,000 to 135,000,000; | |
| ● | Approved an amendment to the Company’s Amended and Restated 2020 Equity Incentive Plan to increase the number of shares available for issuance thereunder from 11,500,000 to 28,750,000; | |
| ● | Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; | |
| ● | Ratified the appointment of Grassi & Co. Certified Public Accountants, PC as the Company’s independent auditors for the fiscal year ending December 31, 2026; and | |
| ● | Approved the proposal to transact such other business as may properly come before the meeting. |
No other matters were voted upon. The total number of shares outstanding at the record date for the 2026 Annual Meeting was 88,449,412 shares of common stock, of which 44,335,594 shares of the Company’s common stock were represented in person or by proxy constituting a quorum. The total number of shares voted at the 2026 Annual Meeting was 44,335,594 shares of common stock, representing 50.12% of the issued and outstanding shares of common stock.
The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each proposal is set forth below.
PROPOSAL NO.1: ELECTION OF DIRECTORS
| *** | FOR | % VOTED FOR | WITHHELD | % VOTED WITHHELD | BROKER NON-VOTE | |||||
| BENEDETTA I. CASAMENTO | 22,569,922 | 96.68% | 776,169 | 3.32% | 20,989,503 | |||||
| NEAL GOLDMAN | 21,522,632 | 92.19% | 1,823,459 | 7.81% | 20,989,503 | |||||
| ERIC HINES | 22,837,104 | 97.82% | 508,987 | 2.18% | 20,989,503 | |||||
| DR. DIDIER DEMESMIN | 22,583,021 | 96.73% | 763,070 | 3.27% | 20,989,503 | |||||
| DR. DAWOOD SAYED | 22,833,901 | 97.81% | 512,190 | 2.19% | 20,989,503 |
PROPOSAL NO.2: VOTE TO APPROVE AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE OF NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 125,000,000 TO 135,000,000
| *** | FOR | AGAINST | ABS/WHD | BROKER NON-VOTES | ||||
| BENEFICIAL | 19,361,252 | 795,274 | 8,908 | 20,989,503 | ||||
| REGISTERED | 3,180,274 | 333 | 50 | |||||
| TOTAL SHARES VOTED | 22,541,526 | 795,607 | 8,958 | |||||
| % OF VOTED | 96.59% | 3.40% |
PROPOSAL NO.3: VOTE TO AMEND THE AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE ISSUED THEREUNDER FROM 11,500,000 TO 28,750,000
| *** | FOR | AGAINST | ABS/WHD | BROKER NON-VOTES | ||||
| BENEFICIAL | 15,536,087 | 4,439,737 | 189,610 | 20,989,503 | ||||
| REGISTERED | 3,180,274 | 333 | 50 | |||||
| TOTAL SHARES VOTED | 18,716,361 | 4,440,070 | 189,660 | |||||
| % OF VOTED | 80.82% | 19.17% |
PROPOSAL NO.4: “SAY-ON-PAY”; APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
| *** | FOR | AGAINST | ABS/WHD | BROKER NON-VOTES | ||||
| BENEFICIAL | 16,030,323 | 3,626,932 | 508,179 | 20,989,503 | ||||
| REGISTERED | 3,050,808 | 129,799 | 50 | |||||
| TOTAL SHARES VOTED | 19,081,131 | 3,756,731 | 508,229 | |||||
| % OF VOTED | 83.55% | 16.44% |
PROPOSAL NO.5: RATIFICATION OF INDEPENDENT AUDITORS
| *** | FOR | AGAINST | ABS/WHD | BROKER NON-VOTES | ||||
| BENEFICIAL | 38,222,535 | 979,118 | 1,953,284 | |||||
| REGISTERED | 3,180,607 | 0 | 50 | |||||
| TOTAL SHARES VOTED | 41,403,142 | 979,118 | 1,953,334 | |||||
| % OF VOTED | 97.68% | 2.31% |
PROPOSAL NO.6: TRANSACT OTHER BUSINESS THAT PROPERLY COMES BEFORE THE MEETING (NO OTHER BUSINESS CAME BEFORE THE MEETING)
| *** | FOR | AGAINST | ABS/WHD | BROKER NON-VOTES | ||||
| BENEFICIAL | 16,140,658 | 3,602,314 | 422,462 | 20,989,503 | ||||
| REGISTERED | 3,180,274 | 333 | 50 | |||||
| TOTAL SHARES VOTED | 19,320,932 | 3,602,647 | 422,512 | |||||
| % OF VOTED | 84.28% | 15.71% |
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.
| MILESTONE SCIENTIFIC INC. | ||
| Dated: July 31, 2026 | By: | /s/ Eric Hines |
| Eric Hines | ||
| Chief Executive Officer | ||