Adial Pharmaceuticals plans CEO and CFO transition tied to 2026 annual meeting vote

Adial Pharmaceuticals, Inc. disclosed in an 8-K dated August 10, 2026 that it expects changes to its executive leadership contingent on stockholder approval of certain proposals at its upcoming annual meeting.

The company said that as of August 10, 2026, it anticipates that the employment of its current President and Chief Executive Officer, Cary Claiborne, will be terminated effective promptly after the 2026 Annual Meeting of Stockholders if certain of the proposals being presented to stockholders are approved, and that Matthew Davidson, the Company's Chief Development Officer and a member of the Board of Directors, will be appointed as the Company's President and Chief Executive Officer.¹

A similar transition is expected for the finance chief. The filing states that the company also anticipates that current Chief Financial Officer Vinay Shah's employment will end shortly after the annual meeting if the stockholder approval is obtained, with a new CFO to be named¹. Under the terms disclosed, both Claiborne and Shah would become entitled to severance payments and benefits under their amended and restated employment agreements once terminated, provided they sign a release¹.

Board composition may also shift. The company indicated that it expects changes to the size and makeup of its board after stockholder approval is obtained, with some legacy directors resigning once that approval is received and the rest departing as they are replaced by new directors with relevant experience, though the board has not made any final decisions on these changes as of the filing date¹.

Separately, the board set the 2026 annual meeting for Thursday, September 17, 2026¹. Because the meeting date shifted, stockholder proposals submitted under Rule 14a-8 must be received by August 23, 2026 to be included in the proxy statement¹, and director nominations or other proposals not submitted under Rule 14a-8 must also reach the company by August 23, 2026¹.