Peraso CFO Sullivan to leave Oct. 2; CEO Glibbery named interim finance chief

Peraso Inc. (Nasdaq: PRSO) said Chief Financial Officer and Secretary James Sullivan will resign effective October 2, 2026, for personal reasons and without disagreement with the company. CEO and board member Ronald Glibbery will assume the interim CFO and secretary roles that day, including principal financial officer and principal accounting officer responsibilities, without additional compensation while continuing as CEO. The company's September 11 Form 8-K also reported stockholder approval of a 1.5 million-share increase to its Amended and Restated 2019 Stock Incentive Plan.

FACT: Finance responsibilities shift on October 2

Sullivan notified Peraso on September 8 that he would resign as CFO and secretary and leave his officer and director positions at the company's subsidiaries, effective October 2. Peraso disclosed the notice in its Friday, September 11 Form 8-K, accession number 0001213900-26-099297. The filing covers both the executive transition and voting at the September 10 annual meeting.

The company said Sullivan's decision was for personal reasons and did not result from any disagreement over its operations, policies or practices, or its financial statements or disclosures. Peraso thanked him for his service. Sullivan signed the filing as CFO on September 11; his departure takes effect next month.

Glibbery's interim appointments and designations take effect October 2 and continue until a successor is duly appointed and qualified. He will retain his CEO position while serving as interim CFO and secretary, principal financial officer and principal accounting officer.

Peraso explicitly ruled out additional salary, bonus, equity awards or other compensation for those interim responsibilities. Glibbery's compensation will remain as previously approved by the board for his CEO role. The filing also says he is not a party to a transaction involving Peraso or its subsidiaries reportable under Item 404(a) of Regulation S-K.

FACT: Stockholders approve 1.5 million additional plan shares

At the September 10 annual meeting, stockholders approved an amendment increasing the common shares reserved for issuance under the Amended and Restated 2019 Stock Incentive Plan by 1,500,000. Proposal 3 received 686,303 votes for, 390,534 against and 40,494 abstentions, with 5,157,456 broker non-votes. The amended plan is filed as Exhibit 10.1 to the 8-K.

A quorum attended virtually or was represented by proxy, accounting for approximately 41.62% of the voting power of outstanding voting stock entitled to vote. The meeting considered six proposals, and the company reported approval of each proposal, including election of the director slate.

FACT: Four directors elected

Ronald Glibbery received 887,320 votes for and 230,011 withheld. Cornelis Links received 1,006,218 for and 111,113 withheld; Andreas Melder received 1,004,156 for and 113,175 withheld; and Robert Y. Newell received 999,538 for and 117,793 withheld. Each director's result included 5,157,456 broker non-votes.

All four were elected to serve until the next annual meeting and until a successor is elected and qualified, subject to earlier resignation, removal or death.

FACT: Auditor, pay and issuance proposals pass

Stockholders ratified Weinberg & Company, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal 2 received 5,937,751 votes for, 169,037 against and 167,999 abstentions. The filing shows a dash for broker non-votes.

The advisory vote on named executive officer compensation passed with 775,954 votes for, 285,755 against and 55,622 abstentions, plus 5,157,456 broker non-votes.

Proposal 5 approved, for purposes of Nasdaq Listing Rule 5635(d), issuing common stock to Roth Principal Investments, LLC under the June 30, 2026 Common Stock Purchase Agreement. It received 766,186 votes for, 319,640 against and 31,505 abstentions, with 5,157,456 broker non-votes.

Stockholders also approved one or more meeting adjournments, with 5,552,667 votes for, 539,570 against and 182,550 abstentions. The filing shows a dash for broker non-votes on that proposal.

CONTEXT: What the approvals establish

The transition will place the CEO and interim finance responsibilities with Glibbery while Peraso awaits a qualified successor. The disclosed arrangement is interim and carries no extra compensation. The filing does not provide a date for appointing a successor.

The incentive-plan vote expands the shares reserved for issuance; that approval does not itself establish that the added shares have been awarded or issued. Likewise, the Roth proposal records stockholder authorization under Nasdaq's listing rule. The reported vote does not establish completed stock sales or any dollar amount raised. Those distinctions separate the actions approved at the meeting from subsequent activity that would require its own supporting disclosure.

Filing reference

Primary disclosure: Form 8-K AccNo 0001213900-26-099297 (Items 5.02, 5.07, and 9.01).