02/11/2023 - Enveric Biosciences Inc.: Submission of Matters to a Vote of Security Holders - Form 8-K

On November 2, 2023, the stockholders of Enveric Biosciences, Inc. (the "Company") approved certain amendments to the Enveric Biosciences, Inc. 2020 Long-Term Incentive Plan, as amended (the "Amended Incentive Plan"), that, among others, (i) increase the number of Authorized Shares (as defined below) reserved for issuance under the Amended Incentive Plan by 38,259 to 350,000, subject to adjustment (as described in (viii) below) to proportionately adjust the number of shares of the Company's common stock reserved for issuance as awards under the Amended Incentive Plan (the "Authorized Shares") in the event the total number of outstanding shares of common stock increases and to avoid dilution of intended benefits of the Amended Incentive Plan; (ii) remove the evergreen provision that provided for an automatic increase to the number Authorized Shares to the higher of (a) 200,000 or (b) 15% of shares of common stock outstanding upon issuance of shares of common stock; (iii) implement a minimum vesting requirement providing that subject to certain exceptions, Incentives (as defined in the Amended Incentive Plan) shall not vest less than one year from the date of grant; (iv) prohibit any payment of dividends and dividend equivalents on any Incentives prior to the vesting of the underlying shares of common stock; (v) prohibit the repricing of outstanding Stock Options (as defined in the Amended Incentive Plan) and similar actions without obtaining stockholder approval; (vi) prohibit liberal share recycling (i.e., adding back to the Authorized Shares shares of common stock underlying Incentives that are retained or repurchased on the exercise of a Stock Option or the vesting or issuance of any Incentive to cover the exercise price and/or tax withholding required by the Company in connection with vesting, or any shares of common stock repurchased using exercise price proceeds); (vii) disclose the impact of a Change in Control transaction (as defined in the Amended Incentive Plan) on the vesting of outstanding awards, and (viii) amend the Capital Adjustments provision to proportionately adjust the number of Authorized Shares in the event the total number of outstanding shares of common stock increases and to avoid dilution of intended benefits of the Amended Incentive Plan.

A detailed summary of the material features of the Amended Incentive Plan is set forth in the Company's definitive proxy statement (the "Proxy Statement") for its 2023 Annual Meeting of Stockholders ("the 2023 Annual Meeting") filed with the Securities and Exchange Commission on September 18, 2023 (the "Proxy Statement"). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.