Aethlon Medical stockholders 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 changes to authorized share limits and several potential securities issuances. Those approvals create corporate authority; they do not establish that any future issuance or transaction has taken place.
What happened at Aethlon Medical’s annual meeting?
The annual meeting was held virtually on October 1, 2026. On the August 10 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. The vote totals below are reported by Aethlon Medical in its Form 8-K.
Who was elected to the board?
Stockholders elected all five nominees. Each director is to serve until the next annual meeting or until a successor is duly elected and qualified, subject to earlier death, resignation, or removal.
| 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 changed in the equity incentive plan?
Stockholders approved an amendment adding 100,000 common shares to the number authorized for issuance under Aethlon’s 2020 Equity Incentive Plan, as amended. The board had approved the amendment subject to stockholder 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.
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What other proposals passed?
Stockholders approved a range of corporate-governance and securities proposals. Their subject matter differs: some change the company’s authorized capital, while others authorize specified or potential future share issuances.
| Proposal | Vote for | Vote against | Abstentions |
|---|---|---|---|
| Increase authorized common shares from 20,000,000 to 200,000,000 | 370,879 | 27,208 | 1,667 |
| Authorize 20,000,000 preferred shares and allow the board to establish series and terms | 204,121 | 9,528 | 1,556 |
| For Nasdaq Listing Rule 5635(d), approve up to 1,126,602 shares issuable on exercise of common and placement-agent warrants from the July 2026 offering | 208,774 | 4,449 | 1,982 |
| Approve issuance in one or more future private financing transactions | 206,858 | 6,412 | 1,935 |
| Approve issuance in one or more future warrant inducement transactions | 206,058 | 6,385 | 2,762 |
Stockholders also ratified Haskell & White LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2027 (396,657 for; 2,743 against; 352 abstentions) and approved named executive officer compensation on an advisory basis (205,507 for; 6,027 against; 3,671 abstentions). An adjournment proposal passed, but the chair did not adjourn because the other proposals had passed.
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What do the share-authorization votes mean?
The company’s 2026 proxy statement says the board sought the increase in authorized common shares and authorization of preferred shares to provide flexibility for potential future strategic transactions, such as mergers, acquisitions, or other business combinations. That is the board’s stated rationale, not evidence that a particular transaction or share issuance is planned. The proxy also says preferred shares could have rights senior to or different from common shares, depending on terms the board may later establish and applicable legal or listing requirements.
In practical terms, approval permits the company to act within the scope of the adopted authorizations; it is not itself proof that new shares have been issued, that financing has closed, or that a strategic transaction has occurred.
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