Onterris (NYSE: ONT) holders approve directors, Say-on-Pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Onterris, Inc. reported results from its 2026 Annual Meeting of Stockholders. As of the March 12, 2026 record date, 36,169,781 common shares were outstanding, and 32,070,741.34 shares, or about 88.67% of those entitled to vote, were represented, establishing a quorum.

Stockholders elected three directors—Vincent P. Colman, Peter M. Graham, and Richard E. Perlman—to serve until the 2027 annual meeting. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved the non-binding Say-on-Pay proposal on executive compensation.

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

Shares outstanding on record date: 36,169,781 shares Shares represented at meeting: 32,070,741.34 shares Auditor ratification votes for: 31,677,269.34 votes +4 more

7 metrics

Shares outstanding on record date 36,169,781 shares Common stock outstanding and entitled to vote as of March 12, 2026

Shares represented at meeting 32,070,741.34 shares Shares present in person or by proxy, about 88.67% of eligible

Auditor ratification votes for 31,677,269.34 votes Votes for Deloitte & Touche LLP for year ending December 31, 2026

Auditor ratification votes against 324,510 votes Votes against Deloitte & Touche LLP ratification

Say-on-Pay votes for 24,870,933 votes Non-binding advisory approval of named executive officer compensation

Say-on-Pay votes against 4,792,525.34 votes Non-binding advisory Say-on-Pay opposition

Broker non-votes on Say-on-Pay 2,404,892 votes Broker non-votes on executive compensation proposal

Key Terms

broker non-votes, independent registered public accounting firm, Say-on-Pay, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"Director nominees received votes with certain shares classified as 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

"Ratification of Deloitte & Touche 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.

Say-on-Pay financial

"The approval, on a non-binding and advisory basis, of the compensation of our named executive officers (“Say-on-Pay”)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Annual Meeting of Stockholders financial

"On May 6, 2026, Onterris, Inc. held its 2026 Annual Meeting of Stockholders."

Understanding 8-K Material Events →

05/11/2026 - 04:05 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): May 06, 2026

    

Onterris, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39394	46-4195044
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5120 Northshore Drive
North Little Rock, Arkansas		72118
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 501 900-6400

    

(Former Name or Former Address, if Changed Since Last Report)

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, $0.000004 par value per share	ONT	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).

Emerging growth company ☐

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

On May 6, 2026, Onterris, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 12, 2026, the record date for the Annual Meeting, 36,169,781 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 32,070,741.34 shares of common stock, or approximately 88.67% of the outstanding shares entitled to vote, were represented in person or by proxy and, therefore, a quorum was present.

The stockholders of the Company voted on the following items at the Annual Meeting:

The election of three directors to hold office until the 2027 Annual Meeting of Stockholders.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The approval, on a non-binding and advisory basis, of the compensation of our named executive officers (“Say-on-Pay”).

For more information about the foregoing proposals, see the Company’s definitive proxy statement filed March 24, 2026.

The results of the voting at the Annual Meeting are as follows:

Election of Directors

The following nominees for election as director of the Company received the number of votes set opposite their respective names:


Director Nominee	For	Withhold	Broker Non-Votes
Vincent P. Colman	28,937,774	728,075.34	2,404,892
Peter M. Graham	27,703,952	1,961,897.34	2,404,892
Richard E. Perlman	24,706,543	4,959,306.34	2,404,892

Based on the votes set forth above, the director nominees were duly elected.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 received the following votes:


For	Against	Abstain	Broker Non-Votes
31,677,269.34	324,510	68,962	0

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was duly ratified.

The approval, on a non-binding and advisory basis, of the compensation of our named executive officers (“Say-on-Pay”)

The non-binding advisory Say-on-Pay vote received the following votes:


For	Against	Abstain	Broker Non-Votes
24,870,933	4,792,525.34	2,391	2,404,892

Based on the votes set forth above, Say-on-Pay was duly approved.

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.


			Onterris, Inc.

Date:	May 11, 2026	By:	/s/ Nasym Afsari
			Nasym Afsari General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at Onterris (ONT) 2026 annual shareholder meeting?

A quorum was reached with 32,070,741.34 shares represented, about 88.67% of the 36,169,781 shares outstanding and entitled to vote as of March 12, 2026, allowing business to proceed.

Which directors were elected at Onterris (ONT) 2026 annual meeting?

Stockholders elected Vincent P. Colman, Peter M. Graham, and Richard E. Perlman as directors. Each will serve until the 2027 Annual Meeting of Stockholders, based on a majority of votes cast for their nominations.

Did Onterris (ONT) stockholders ratify Deloitte & Touche as auditor?

Yes. The proposal to ratify Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026 received 31,677,269.34 votes for, 324,510 against, and 68,962 abstentions.

How did Onterris (ONT) shareholders vote on Say-on-Pay in 2026?

Shareholders approved the non-binding Say-on-Pay proposal, with 24,870,933 votes for, 4,792,525.34 votes against, 2,391 abstentions, and 2,404,892 broker non-votes, indicating overall support for named executive officer compensation.

How many Onterris (ONT) shares were entitled to vote at the 2026 meeting?

As of the March 12, 2026 record date, 36,169,781 shares of Onterris common stock were outstanding and entitled to vote at the 2026 Annual Meeting of Stockholders.

Were there broker non-votes at Onterris (ONT) 2026 annual meeting?

Yes. For the director elections and Say-on-Pay proposal there were 2,404,892 broker non-votes, which count for quorum but not as votes for or against those specific items.

Filing Exhibits & Attachments

1 document