Profound Medical Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders
At the 2026 Annual General and Special Meeting of Shareholders of Profound Medical Corp. (the “Company”) held on May 13, 2026, the holders of common shares of the Company voted on: (1) eight director nominees to be elected to the Board of Directors of the Company (the “Board”) to serve until the close of the Company’s next annual meeting of shareholders or until their respective successors have been appointed; (2) the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company’s next annual meeting of shareholders at such remuneration to be fixed by the Board; and (3) an ordinary resolution approving all unallocated restricted share units and deferred share units under the Company’s long-term incentive plan. The items of business are further described in the Company’s management information circular filed as Exhibit 99.1 to this Current Report on Form 8-K.
The tables below set forth the number of votes cast for, against or withheld, for each matter voted on by the Company’s shareholders.
| 1. | Election of Directors |
Each of the eight nominees listed below was elected as director of the Company to hold office until the Company’s next annual meeting of shareholders or until their successor is duly appointed.
| Nominee | For | % For | Withheld | % Withheld |
| Arun Menawat | 12,773,374 | 90.257 | 1,378,792 | 9.743 |
| Brian Ellacott | 11,541,684 | 81.554 | 2,610,482 | 18.446 |
| Cynthia Lavoie | 11,586,793 | 81.873 | 2,565,373 | 18.127 |
| Murielle Lortie | 11,586,693 | 81.872 | 2,565,473 | 18.128 |
| Arthur Rosenthal | 11,180,113 | 78.999 | 2,972,053 | 21.001 |
| Frank Baylis | 12,945,473 | 91.473 | 1,206,693 | 8.527 |
| Thomas Wellner | 12,948,509 | 91.495 | 1,203,657 | 8.505 |
| Vafa Jamali | 12,885,003 | 91.046 | 1,267,163 | 8.954 |
| 2. | Appointment of Auditors |
The shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company’s next annual meeting of shareholders at such remuneration to be fixed by the Board.
| Votes For | % For | Votes Withheld | % Withheld |
| 25,193,910 | 99.497 | 127,301 | 0.503 |
| 3. | Approval of Unallocated Restricted Share Units and Deferred Share Units under the Long-Term Incentive Plan |
The shareholders approved an ordinary resolution approving all unallocated restricted share units and deferred share units under the Company’s long-term incentive plan.
| Votes For | % For | Votes Against | % Against |
| 9,046,376 | 63.922 | 5,105,787 | 36.078 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Management Information Circular |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROFOUND MEDICAL CORP. | ||
| Date: May 15, 2026 | By: | /s/ Rashed Dewan |
| Rashed Dewan Chief Financial Officer | ||