P3 Health Partners (PIII) shareholders back directors, auditor and 3.34M-share warrant issuance
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
P3 Health Partners Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected three Class II directors — Amir Bacchus, M.D., Mark Thierer, and Lawrence B. Leisure — to terms expiring at the 2029 annual meeting.
Stockholders also ratified BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory basis, the compensation of the named executive officers. In addition, they approved the issuance of up to 3,341,130 shares of Class A common stock upon the exercise of outstanding Class A common stock warrants held by VBC Growth SPV 5, LLC in accordance with Nasdaq Listing Rule 5635(d).
Positive
- None.
Negative
- None.
Insights
All annual meeting proposals passed, reflecting routine governance approvals.
P3 Health Partners Inc. obtained stockholder approval for all four items at its 2026 annual meeting, including director elections, auditor ratification, advisory say-on-pay, and an equity issuance tied to existing warrants under Nasdaq Listing Rule 5635(d).
The warrant-related proposal authorizes issuance of up to 3,341,130 Class A shares upon exercise of outstanding warrants held by VBC Growth SPV 5, LLC, which may affect future share count if exercised. Overall, these outcomes are typical for an annual meeting and do not by themselves indicate a change in the company’s strategy.
8-K Event Classification
2 items: 5.07, 9.01
2 items
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Votes for Amir Bacchus, M.D.: 4,067,100 votes
Votes for Mark Thierer: 4,081,573 votes
Votes for Lawrence B. Leisure: 3,980,136 votes
+3 more
6 metrics
Votes for Amir Bacchus, M.D.
4,067,100 votes
Election as Class II director at 2026 annual meeting
Votes for Mark Thierer
4,081,573 votes
Election as Class II director at 2026 annual meeting
Votes for Lawrence B. Leisure
3,980,136 votes
Election as Class II director at 2026 annual meeting
Auditor ratification votes for
4,484,963 votes
Ratification of BDO USA, P.C. for fiscal year ending December 31, 2026
Say-on-pay votes for
4,084,583 votes
Advisory approval of named executive officer compensation
Approved warrant share issuance
3,341,130 shares
Maximum Class A shares issuable upon exercise of warrants held by VBC Growth SPV 5, LLC
Key Terms
Nasdaq Listing Rule 5635(d), broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, +1 more
5 terms
Nasdaq Listing Rule 5635(d) regulatory
"Approval, in accordance with Nasdaq Listing Rule 5635(d), the issuance of up to 3,341,130 shares"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
broker non-votes regulatory
"Votes FOR | Votes WITHHELD | Broker Non-Votes Amir Bacchus, M.D. | 4,067,100 | 32,162 | 425,510"
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 the appointment of BDO USA, P.C. 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 (non-binding) basis regulatory
"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers"
Class A common stock warrants financial
"issuance of up to 3,341,130 shares of Class A common stock upon the exercise of outstanding Class A common stock warrants"
FAQ
What did P3 Health Partners Inc. (PIII) stockholders approve at the 2026 annual meeting?
Stockholders approved all four proposals: electing three Class II directors, ratifying BDO USA, P.C. as auditor, giving advisory approval to executive compensation, and authorizing issuance of up to 3,341,130 Class A shares upon exercise of certain outstanding warrants.
Which directors were elected at P3 Health Partners Inc.’s 2026 annual meeting?
Stockholders elected Amir Bacchus, M.D., Mark Thierer, and Lawrence B. Leisure as Class II directors. Each received over 3.9 million votes for, with relatively few votes withheld, and their terms run until the annual meeting of stockholders to be held in 2029.
Was the auditor for P3 Health Partners Inc. (PIII) ratified for 2026?
Yes. Stockholders ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 4,484,963 votes for, 39,585 against, and 224 abstentions, and no broker non-votes reported on this proposal.
How did P3 Health Partners Inc. (PIII) stockholders vote on executive compensation?
On an advisory, non-binding basis, stockholders approved the compensation of the company’s named executive officers. The vote totaled 4,084,583 for, 9,786 against, and 4,893 abstentions, with 425,510 broker non-votes recorded on this say-on-pay proposal at the 2026 annual meeting.
Did all proposals at P3 Health Partners Inc.’s 2026 annual meeting pass?
Yes. All four proposals passed: three Class II directors were elected, the auditor was ratified, advisory approval of named executive officer compensation was given, and the warrant-related share issuance of up to 3,341,130 Class A shares was approved by stockholders.
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): June 9, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
(702 ) 910-3950
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 June 9, 2026, P3 Health Partners Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s Class A common stock and Class V common stock as of the close of business on April 10, 2026, the record date for the Annual Meeting, were each entitled to one vote per share. The following are the voting results for the four proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026.
Proposal 1 — Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2029, and until their respective successors have been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||||||||||
| Amir Bacchus, M.D. | 4,067,100 | 32,162 | 425,510 | |||||||||||||||||
| Mark Thierer | 4,081,573 | 17,689 | 425,510 | |||||||||||||||||
| Lawrence B. Leisure | 3,980,136 | 119,126 | 425,510 | |||||||||||||||||
Proposal 2 — Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
| 4,484,963 | 39,585 | 224 | — | |||||||||||||||||
Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
| 4,084,583 | 9,786 | 4,893 | 425,510 | |||||||||||||||||
Proposal 4 — Approval, in accordance with Nasdaq Listing Rule 5635(d), the issuance of up to 3,341,130 shares of Class A common stock upon the exercise of outstanding Class A common stock warrants held by VBC Growth SPV 5, LLC.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
| 4,064,690 | 34,515 | 57 | 425,510 | |||||||||||||||||
Based on the foregoing votes, each of the three Class II director nominees were elected and Proposals 2, 3, and 4 were approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 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.
| P3 Health Partners Inc. | |||||||||||
| Date: | June 10, 2026 | By: | /s/ Leif Pedersen | ||||||||
| Leif Pedersen | |||||||||||
| Chief Financial Officer | |||||||||||