Capricor Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07Submission of Matters of a Vote of Security Holders.
The Annual Meeting was held on June 4, 2026 at the Company’s principal executive offices located at 10865 Road to the Cure, San Diego, California 92121. At the Annual Meeting, the Company’s stockholders were asked to vote upon the following five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026.
| 1. | The election of eight nominees to the Company’s Board of Directors to serve until the 2027 annual meeting of stockholders. The nominees for election were Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Karimah Es Sabar, Paul Auwaerter, M.D., Philip Gotwals, Ph.D., and Michael Kelliher; |
| 2. | The ratification of the appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve, by non-binding advisory vote, the resolution approving named executive officer compensation; |
| 4. | To approve a non-binding resolution on the frequency of future votes on our named executive officer compensation; and |
| 5. | To approve an amendment to the Certificate of Incorporation regarding officer exculpation. |
The final results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 43,823,881 shares of the 57,840,102 shares of the Company’s common stock entitled to vote, were as follows:
| 1. | Each of Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Karimah Es Sabar, Paul Auwaerter, M.D., Philip Gotwals, Ph.D., and Michael Kelliher were elected as directors of the Company to serve until the 2027 annual meeting of stockholders, and until his or her successor is elected, or until his or her earlier death, resignation or removal, as follows: |
FOR | WITHHELD | BROKER NON-VOTES | |
Frank Litvack, M.D. | 21,114,485 | 9,678,907 | 13,030,489 |
Linda Marbán, Ph.D. | 25,482,880 | 5,310,512 | 13,030,489 |
David B. Musket | 24,952,805 | 5,840,587 | 13,030,489 |
George W. Dunbar, Jr. | 24,998,101 | 5,795,291 | 13,030,489 |
Karimah Es Sabar | 24,428,575 | 6,364,817 | 13,030,489 |
Paul Auwaerter, M.D. | 25,110,352 | 5,683,040 | 13,030,489 |
Philip Gotwals, Ph.D. | 25,480,357 | 5,313,035 | 13,030,489 |
Michael Kelliher | 25,378,932 | 5,414,460 | 13,030,489 |
| 2. | The appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified as follows: |
FOR | AGAINST | ABSTAIN |
43,057,620 | 562,751 | 203,510 |
| 3. | The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
24,336,434 | 6,244,316 | 212,642 | 13,030,489 |
| 4. | The preferred frequency, on a non-binding resolution basis, of future non-binding resolution votes to approve the compensation of the Company’s named executive offices was “1 Year” as follows: |
ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES | ||||
29,774,194 | 418,808 | 189,009 | 411,381 | 13,030,489 | ||||
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| 5. | The Company’s stockholders did not approve an amendment to the Certificate of Incorporation regarding officer exculpation. The votes were cast as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
23,472,207 | 6,433,198 | 887,987 | 13,030,489 |
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SIGNATURES
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.
CAPRICOR THERAPEUTICS, INC. | ||
Date: June 8, 2026 | By: | /s/ Linda Marbán, Ph.D. |
Linda Marbán, Ph.D. | ||
Chief Executive Officer | ||
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