spce-20260611

____________________________

Delaware

001-38202

85-3608069

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

SPCE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2026, Virgin Galactic Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the “Fourth A&R Plan”), which was adopted by the Company’s Board of Directors (the “Board”) on April 14, 2026, and became effective on the date of Company stockholder approval.

The Fourth A&R Plan amends and restates the Third Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan (the “Third A&R Plan”) and makes the following material changes to the Third A&R Plan:


			(i)			Increases the number of shares available by 9,450,000 shares with an aggregate of 17,120,437 shares reserved for issuance under the Fourth A&R Plan;
			(ii)			Increases the number of shares which may be granted as incentive stock options under the Fourth A&R Plan, such that an aggregate of 17,120,437 shares may be granted as incentive stock options under the Fourth A&R Plan; and
			(iii)			Extends the right to grant awards through June 11, 2036; provided that incentive stock options (as defined under Section 422 of the Internal Revenue Code of 1986, as amended) may not be granted under the Fourth A&R Plan after April 14, 2036.

The terms and conditions of the Fourth A&R Plan are described in the section entitled “Proposal No. 4: Approval of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”).

The foregoing description of the Fourth A&R Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth A&R Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 11, 2026, the Company held its Annual Meeting. The holders of the Company’s common stock considered and voted on five proposals at the Annual Meeting and cast their votes on each such proposal, each of which was described in the Company’s Proxy Statement. The results were as follows:

Proposal 1 – Election of directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal.


NAME OF DIRECTOR	FOR		WITHHELD		BROKER NON-VOTES
Raymond Mabus, Jr.		10,547,129		686,169		33,317,780
Michael Colglazier		10,435,294		798,004		33,317,780
Henio Arcangeli, Jr.		9,752,087		1,481,211		33,317,780
Allison Belzberg		10,469,742		763,557		33,317,779
Tina Jonas		10,529,459		703,840		33,317,779
Craig Kreeger		9,794,137		1,439,161		33,317,780
Wanda Sigur		10,553,397		679,902		33,317,779
Diana Strandberg		8,968,272		2,265,027		33,317,779
W. Gilbert West		10,391,933		841,365		33,317,780

Proposal 2 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

Proposal 3 – Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Proposal 5 – An advisory (non-binding) vote to approve the frequency of future advisory votes on the compensation of the Company’s named executive officers.

Based upon the results set forth in Proposal 5 above, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every year.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIRGIN GALACTIC HOLDINGS, INC.

Date: June 15, 2026

By:

/s/ Sarah Kim

Name:

Sarah Kim

Title:

Executive Vice President, Chief Legal Officer and Corporate Secretary


FOR	AGAINST	ABSTAINED	BROKER NON-VOTES
43,076,193	1,268,348	206,537	-


FOR	AGAINST	ABSTAINED	BROKER NON-VOTES
7,369,092	3,620,695	243,503	33,317,788


FOR	AGAINST	ABSTAINED	BROKER NON-VOTES
9,270,078	1,757,066	206,149	33,317,785


ONE YEAR	TWO YEARS	THREE YEARS	ABSTAINED	BROKER NON-VOTES
10,161,566	382,155	461,090	228,478	33,317,789


Exhibit No.						Description
10.1						F ourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


Item 5.07			Submission of Matters to a Vote of Security Holders.


Item 9.01			Financial Statements and Exhibits.