{"url_path":"/sec/zstk/8-k/2026-07-20/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":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1790169/0001062993-26-003734-index.html","accession_number":"0001062993-26-003734","cik":"0001790169","ticker":"ZSTK","issuer_name":"ZeroStack Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1790169/0001062993-26-003734-index.html","primary_entity_key":"0001790169","primary_entity_name":"ZeroStack Corp."},"word_count":353,"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\nZeroStack Corp., a corporation organized under the laws of the Province of Ontario (the \"Company\") held its 2026 Annual and Special Meeting of Shareholders (the \"Meeting\") on July 20, 2026.\n\n*The 2022 Plan Amendment*\n\nAt the Meeting, the Company's shareholders approved an amendment (the \"2022 Plan Amendment\") of the Company's 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024, June 30, 2025 and December 19, 2025 (the \"2022 Plan\") to (i) increase the number of common shares of the Company (the \"Common Shares\") issuable thereunder from 1,506,892 to 3,006,892, (ii) increase the number of Incentive Stock Options (as defined in the 2022 Plan) issuable thereunder from 847,843 to 1,695,686 and (iii) update all mentions of \"Flora Growth Corp.\" to \"ZeroStack Corp.\"\n\nThe 2022 Plan Amendment became effective immediately upon shareholder approval at the Meeting. A more complete summary of the terms of the 2022 Plan Amendment is set forth in \"*Proposal 4: Approval of the 2022 Plan Amendment Proposal*\" in the Company's proxy statement/prospectus filed with the Securities and Exchange Commission on June 17, 2026 (the \"Proxy Statement/Prospectus\"), which description and text are incorporated herein by reference.\n\nThe foregoing description of the terms of the 2022 Plan Amendment and the description thereof incorporated by reference from the Proxy Statement/Prospectus do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n*Stock Option Grants to CEO, CFO and Executive Chairman* \n\nAt the Meeting, the Company's shareholders approved the grant of stock options to the Company's Chief Executive Officer, Chief Financial Officer and Executive Chairman as detailed in the Company's Current Report on Form 8-K filed on May 6, 2026 and as set forth in \"*Proposal No. 5: Approval of the Stock Options Proposal*\" in the Company's Proxy Statement/Prospectus, which description and text are incorporated by reference herein.** **"}