Amphastar (AMPH) holders approve directors, EY auditor and annual say-on-pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Amphastar Pharmaceuticals, Inc. reported results from its annual stockholder meeting. Stockholders elected three directors — David Gaugh, William J. Peters, and Jacob Liawatidewi — to serve until the 2029 annual meeting. They also ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.
Stockholders approved, on a non-binding basis, the compensation of the company’s named executive officers. In a separate advisory vote, stockholders indicated a preference for holding say‑on‑pay votes every year, and the board decided to schedule future advisory votes on executive compensation annually, with the next required frequency vote to occur no later than the 2032 annual meeting.
Positive
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Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for David Gaugh: 35,242,863 shares
Votes for William J. Peters: 23,652,131 shares
Votes for Jacob Liawatidewi: 23,224,791 shares
+3 more
6 metrics
Votes for David Gaugh
35,242,863 shares
Election of director at annual meeting
Votes for William J. Peters
23,652,131 shares
Election of director at annual meeting
Votes for Jacob Liawatidewi
23,224,791 shares
Election of director at annual meeting
Auditor ratification ‘For’ votes
39,179,786 shares
Ratification of Ernst & Young LLP for 2026
Say-on-pay ‘For’ votes
32,585,908 shares
Advisory vote on named executive officer compensation
1-year frequency votes
33,816,071 shares
Advisory vote on frequency of say-on-pay
Key Terms
broker non-votes, independent registered public accounting firm, advisory vote, non-binding basis
4 terms
broker non-votes financial
"Nominee | For | Against | Abstained | Broker Non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote financial
"Advisory Vote on the Compensation of our Named Executive Officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
non-binding basis financial
"The stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers."
FAQ
What did Amphastar (AMPH) stockholders decide at the latest annual meeting?
Amphastar stockholders elected three directors, ratified Ernst & Young LLP as auditor, approved executive pay, and chose annual say‑on‑pay votes. These decisions keep the board composition, auditor relationship, and compensation framework in place while setting an annual schedule for future advisory pay votes.
Which directors were elected to Amphastar (AMPH)’s board and for how long?
Stockholders elected David Gaugh, William J. Peters, and Jacob Liawatidewi as directors to serve until the 2029 annual meeting. Each will serve until that meeting and until a successor is elected and qualified, or earlier death, resignation, or removal.
Did Amphastar (AMPH) stockholders ratify the company’s independent auditor?
Yes. Stockholders ratified Ernst & Young LLP as Amphastar’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 39,179,786 shares for, 684,828 against, and 52,356 abstentions, with no broker non‑votes reported.
How did Amphastar (AMPH) investors vote on executive compensation (say-on-pay)?
Stockholders approved the compensation of Amphastar’s named executive officers on a non-binding advisory basis. The vote was 32,585,908 shares for, 2,779,281 against, and 111,803 abstentions, with 4,439,978 broker non‑votes, indicating support for the current pay program.
What say-on-pay vote frequency did Amphastar (AMPH) stockholders prefer?
Stockholders favored holding advisory votes on executive compensation every year. The 1‑year option received 33,816,071 votes, compared with 12,329 for 2 years and 1,624,016 for 3 years. The board will therefore conduct annual advisory pay votes going forward.
When will Amphastar (AMPH) next hold a vote on say-on-pay frequency?
The next required advisory vote on the frequency of stockholder advisory votes on compensation will occur no later than the 2032 annual meeting. Until then, the board has determined the company will hold these advisory say‑on‑pay votes every year.