Accuray Incorporated announced that stockholders approved all proposals presented at the company’s Special Meeting of Stockholders held on October 6, 2026. The approvals are intended to enable the completion of a previously announced financing transaction with TCW Asset Management Company LLC, the company’s primary lender and largest shareholder.
The meeting addressed three specific proposals:
- Approval of Nasdaq Stock Issuance: This proposal authorized the issuance of common stock in accordance with Nasdaq Listing Rule 5635. The authorization covers shares issuable upon the conversion of Series A Preferred Stock and the exercise of warrants related to the financing agreement.
- Approval of Authorized Shares Increase: Stockholders approved an amendment to the company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000. This increase is intended to provide sufficient authorized shares for the issuance of common stock resulting from the financing transaction.
- Approval of the Reverse Stock Split: Stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the company’s common stock. The split ratio is to be determined by the Board of Directors, ranging from a 1-for-15 to a 1-for-40 ratio. The Board retains the discretion to select the specific ratio and timing for the split, which is intended to help the company regain compliance with Nasdaq listing requirements for the bid price of the Common Stock.
The voting results for the proposals were as follows:
- Proposal No. 1 (Nasdaq Stock Issuance): 44,411,409 For, 3,910,714 Against, 188,917 Abstain, 30,977,714 Broker Non-Votes.
- Proposal No. 2 (Authorized Shares Increase): 44,625,028 For, 3,699,084 Against, 186,928 Abstain, 30,977,714 Broker Non-Votes.
- Proposal No. 3 (Reverse Stock Split): 74,331,147 For, 4,664,788 Against, 492,819 Abstain, 0 Broker Non-Votes.
In other news, the Board of Directors appointed Richard A. Meier to the Board as a Class II director, effective immediately. Mr. Meier will serve on the Compensation Committee and is expected to stand for re-election at the company’s 2026 annual meeting of stockholders. His compensation package includes an annual cash retainer of $30,000 and equity grants consisting of an initial restricted stock unit grant for 75,000 shares and an initial stock option grant for 75,000 shares with an exercise price of $0.30 per share. Additionally, he will receive annual grants of 50,000 shares of restricted stock units and 50,000 shares of stock options.
