ANI PHARMACEUTICALS INC
For the period ended Dec 31, 2025. Filed Apr 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 9, 2026
Contents
PROXY STATEMENT SUMMARY
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 A.M. Eastern Time
on Thursday, May 21, 2026
Our Board of Directors (the “Board”) solicits your proxy for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and any postponement or adjournment of the Annual Meeting for the matters set forth in “Notice of 2026 Annual Meeting of Stockholders.” The Annual Meeting will be held virtually on Thursday, May 21, 2026 at 9:00 A.M. Eastern Time atwww.virtualshareholdermeeting.com/ANIP2026. This Proxy Statement is being made available to holders of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”) and the Company’s Class C Special Stock, $0.0001 par value per share (the “Class C Special Stock” and the holders of the Common Stock and the Class C Special Stock together, the “Stockholders”) beginning on or around April 9, 2026.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
| Record Date | March 23, 2026 (the “Record Date”) |
|---|---|
| Quorum Requirement | Holders of at least one-third of the outstanding shares of the Company’s capital stock issued and outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting or represented by proxy to constitute a quorum for the transaction of business. Abstentions and broker non-votes are counted as present at the Annual Meeting for purposes of determining a quorum. |
| Voting Shares Outstanding on the Record Date | 22,750,198 shares of Common Stock and 10,864 shares of Class C Special Stock were outstanding as of the Record Date. The 22,750,198 shares of Common Stock and 10,864 shares of Class C Special Stock outstanding as of March 23, 2026 are entitled to cast an aggregate of 22,761,062 votes, which is one vote per share. |
| How to Vote | If you held shares of Common Stock or Class C Special Stock at the close of business on the Record Date, you may vote at the Annual Meeting. Stockholders of Record. If your shares of Common Stock or Class C Special Stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. If you are a stockholder of record, you may vote your shares virtually during the Annual Meeting or by proxy prior to the Annual Meeting.• To submit your proxy by telephone or the Internet before the Annual Meeting, please follow the instructions provided on the proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”) you received instead of printed copies of our proxy materials. Your vote must be received by 11:59 P.M. Eastern Time on May 20, 2026 to be counted.• If you received printed proxy materials, you may submit your proxy by mail by completing, signing and dating the proxy card and returning it in the postage-paid envelope that is enclosed in your proxy materials. Mailed proxy cards must be received no later than May 20, 2026 to be counted. If you return your signed proxy card to us by May 20, 2026, we will vote your shares as you direct.• You may vote your shares during the Annual Meeting by following the instructions provided on the Notice and logging in to www.virtualshareholdermeeting.com/ANIP2026. You will be asked to provide the 16-digit control number from your Notice.Beneficial Holders. If your shares are registered in the name of your bank, broker, or other nominee, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” As a beneficial owner, you will receive a notice, often called a “voting instruction form,” containing voting instructions from your bank, broker or other nominee. Please follow the voting instructions in those materials to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. You are also invited to attend the Annual Meeting. If your voting instruction form indicates that you may vote your shares through the www.proxyvote.com website, then you may vote your shares through such website in advance of the Annual Meeting and you may access, participate in, and vote at the Annual Meeting with the 16-digit control number indicated on the voting instruction form you received. Otherwise, if you are a beneficial holder and your voting instruction form does not indicate a control number but you wish to vote during the Annual Meeting, you should contact your bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” (which will contain a 16-digit control number that will allow you to attend, participate in or vote at the Annual Meeting). Voting by a Stockholder during the Annual Meeting will replace any previous votes. |
|---|---|
| Changing Your Vote | If your shares are registered directly in your name and you have given your proxy and later wish to revoke it or change your vote, you may do so at any time before your proxy is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 or (b) casting a later vote via the Internet or by telephone, or (c) attending the Annual Meeting and voting online during the Annual Meeting. Attendance online at the Annual Meeting will not revoke a proxy unless the Stockholder actually votes online during the virtual meeting. Your latest Internet or telephone proxy is the one that will be counted. If you are a beneficial owner and hold shares through a broker, bank, or other nominee, you may revoke any prior voting instructions or change your vote by contacting that firm. |
Votes Required to Adopt Proposals
| Proposal | Vote Required | Voting Choices | Broker Discretionary Voting Allowed |
|---|---|---|---|
| Election of the director nominees named in the Proxy Statement ("Proposal 1") | The number of votes cast by Stockholders present at the Annual Meeting in person (virtually) or by proxy and voting “FOR” a nominee must exceed the number of votes cast “AGAINST” the nominee. | “FOR”, “AGAINST”, or “ABSTAIN” | No |
| Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 ("Proposal 2") | The vote of the holders of a majority of the stock represented and entitled to vote on such proposal. | “FOR”, “AGAINST”, or “ABSTAIN” | Yes |
| Advisory vote to approve the compensation of the Company’s named executive officers ("Proposal 3") | The vote of the holders of a majority of the stock represented and entitled to vote on such proposal. | “FOR”, “AGAINST”, or “ABSTAIN” | No |
| Advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (“Proposal 4”) | The vote of the holders of a majority of the stock represented and entitled to vote on such proposal. | “ONE YEAR", "TWO YEARS", "THREE YEARS", or "ABSTAIN" | No |
| Approval of the Company's Amended and Restated 2022 Stock Incentive Plan ("Proposal 5") | The vote of the holders of a majority of the stock represented and entitled to vote on such proposal. | “FOR”, “AGAINST”, or “ABSTAIN” | No |
Each holder of Common Stock and Class C Special Stock represented at the Annual Meeting will be entitled to cast one vote for each share of Common Stock and Class C Special Stock, as applicable, entitled to vote and held by such holder as of the Record Date. Stockholders do not have cumulative voting rights. The Common Stock and the Class C Special Stock vote together as a single class.
| Effect of Abstentions and Broker Non-Votes | A “broker non-vote” occurs when shares held in “street name” through a broker or similar organization are not voted because (1) the broker has not received voting instructions as to how to vote the shares from the stockholder who beneficially owns the shares within the required timeframe before the Annual Meeting and (2) the broker lacks authority to vote the shares at its discretion. Under the current rules of the New York Stock Exchange (“NYSE”) applicable to brokers and other securities intermediaries in their capacity as “member organizations,” such brokers and other securities intermediaries may generally use their discretion to vote your uninstructed shares on matters considered to be “routine” under NYSE rules, but not on “non-routine” matters. We believe that Proposal 2, to ratify the appointment of Ernst & Young LLP as our independent registered accounting firm for the year ending December 31, 2026, is considered a “routine” matter on which brokers are permitted to vote in their discretion even if the beneficial owners do not provide voting instructions. Accordingly, we do not expect there to be any broker non-votes for such proposal.However, we believe that Proposal 1, the election of directors, Proposal 3, the advisory vote to approve the compensation of the Company’s named executive officers, Proposal 4, the advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company's named executive officers, and Proposal 5, the approval of the Company’s Amended and Restated 2022 Stock Incentive Plan, are considered “non-routine” matters, and therefore, your broker cannot vote your shares on these non-routine matters unless your broker receives instructions from you as to how to vote. If you are a beneficial holder and do not provide specific voting instructions to your broker or custodian of your shares, your broker or custodian will not be authorized to vote on any of the matters other than Proposal 2. For Proposals 1, 3, 4, and 5, broker non-votes will have “NO EFFECT” on the outcome of such proposals. For Proposals 2, 3, 4 and 5, abstentions will have the same effect as a vote “AGAINST” such proposals. For Proposal 1, abstentions will have “NO EFFECT” on the outcome of such proposal. |
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| Voting Instructions | If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you are a Stockholder of record and you submit proxy voting instructions but do not direct how to vote on each proposal, the persons named as proxies will vote as the Board recommends on each proposal. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their judgment. Our Second Amended andRestated Bylaws (“bylaws”) set forth requirements for advance notice of nominations and agenda items for the Annual Meeting, and we have not received timely notice of any such matters that may be properly presented for voting at the Annual Meeting, other than the items from the Board described in this Proxy Statement. |
| Proxy Solicitation Costs | The expense of soliciting proxy cards, including the costs of preparing, assembling and mailing the Notice of 2026 Annual Meeting of Stockholders, proxy statement and proxy card, will be borne by the Company. Our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. |
| Voting Results | We expect to announce preliminary results at the Annual Meeting. We will report final results from the Annual Meeting in a filing with the U.S. Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting in a Current Report on Form 8-K. |
Access and Log-in Instructions for Virtual Annual Meeting
The platform for the virtual Annual Meeting includes functionality that affords validated Stockholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log into the virtual Annual Meeting are provided below, and once admitted, Stockholders may submit questions and vote their shares by following the instructions that will be available on the Annual Meeting website.
To be admitted to the Annual Meeting, go towww.virtualshareholdermeeting.com/ANIP2026 and enter the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Online access to the Annual Meeting will open at 8:45 A.M. Eastern Time to allow time for you to log in prior to the start of the live audio webcast of the Annual Meeting at 9:00 A.M. Eastern Time.
INTERNET AVAILABILITY OF PROXY MATERIALS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2026:
THE NOTICE OF THE 2026 ANNUAL MEETING, THE PROXY STATEMENT, AND THE 2025 ANNUAL
REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.PROXYVOTE.COM.
QUESTIONS
| For questions regarding | Contact via mail or email: |
|---|---|
| Annual Meeting | ANI Pharmaceuticals, Inc.104 Carnegie Center Drive, Suite 300Princeton, New Jersey 08540 Attn: Investor Relations Email: IR@anipharmaceuticals.com |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.