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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
 
Date of Report (Date of earliest event reported): January 28, 2026
 
Azenta, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
0-25434
  
04-3040660
(State or Other Jurisdiction
of Incorporation)
  
(Commission File
Number)
  
(IRS Employer
Identification No.)
 
200 Summit Drive, Burlington, MA 01803
(Address of principal executive offices and Zip Code)
 
(888) 229-3682
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)
 
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.01 par value
  
AZTA
  
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.  ☐
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
The Annual Meeting of the stockholders of Azenta, Inc. (the “Company”) was held on January 28, 2026. The stockholders elected each of the Company’s nominees for director; approved, by a non-binding advisory vote, the overall compensation of the Company’s named executive officers and an amendment to the Company's 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by 2,750,000; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2026 fiscal year. The proposals below are described in detail in the Company’s definitive proxy statement dated December 18, 2025. The Company’s inspector of election certified the following vote tabulations:
 
1.
Election of Directors
 
Nominees
For
Withhold
Broker Non-Votes
       
Frank E. Casal
38,988,641
941,352
2,380,543
William L. Cornog
39,111,370
818,623
2,380,543
Robyn C. Davis
38,579,173
1,350,820
2,380,543
Dipal Doshi
32,984,474
6,945,519
2,380,543
Quentin Koffey
38,715,500
1,214,493
2,380,543
Martin Madaus
34,811,093
5,118,900
2,380,543
Alan J. Malus
39,103,541
826,452
2,380,543
John P. Marotta
39,115,819
814,174
2,380,543
Erica J. McLaughlin
39,543,956
386,037
2,380,543
Tina S. Nova
32,810,907
7,119,086
2,380,543
 
2.
Approval, by a non-binding advisory vote, of the overall compensation of the Company’s named executive officers
 
For
Against
Abstain
Broker Non-Votes
38,413,005
1,479,264
37,724
2,380,543
 
3.
Approval of an amendment to the Company's 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by 2,750,000.
 
For
Against
Abstain
Broker Non-Votes
38,069,842
1,829,175
30,976
2,380,543
 
4.
Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered accounting firm for the 2026 fiscal year
 
For
Against
Abstain
  
42,222,109
71,760
16,667
  
 
 
 
SIGNATURE
 
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.
 
 
AZENTA, INC.
   
 
/s/ Ephraim Starr
Date: January 29, 2026
Ephraim Starr
 
Senior Vice President, General Counsel and Secretary