{"url_path":"/sec/trvi/8-k/2026-06-04/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1563880/0001193125-26-257365-index.html","accession_number":"0001193125-26-257365","cik":"0001563880","ticker":"TRVI","issuer_name":"Trevi Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1563880/0001193125-26-257365-index.html","primary_entity_key":"0001563880","primary_entity_name":"Trevi Therapeutics, Inc."},"word_count":265,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\n \n\nOn June 3, 2026, Trevi Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the Company's Amended and Restated 2019 Stock Incentive Plan (the “A&R 2019 Plan”), which amendment and restatement had previously been approved by the Board subject to stockholder approval, to (i) increase the number of shares available for issuance under the plan by 8,000,000 shares of common stock, (ii) limit non-employee director compensation, (iii) prohibit liberal share recycling by providing that shares delivered to the Company in satisfaction of an exercise price or tax withholding do not become available under the A&R 2019 Plan for future grants and (iv) clarify that any dividends or dividend equivalents paid with respect to awards under the A&R 2019 Plan are subject to the same vesting and forfeiture provisions as the award with respect to which the dividend or dividend equivalent is paid.\n\n \n\nThe description of the A&R 2019 Plan contained in the Company’s [definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001563880/000119312526166695/trvi-20260421.htm#proposal_4), under the heading “Proposal No. 4—Approval of the Trevi Therapeutics, Inc. Amended and Restated 2019 Stock Incentive Plan” is incorporated herein by reference. A complete copy of the A&R 2019 Plan is attached as Exhibit 99.1 hereto and is incorporated herein by reference."}