Profound Medical Corp. 8-K

What Happened
Profound Medical Corp. announced that director Kris Shah resigned from the Board effective March 5, 2026; the company stated the resignation was not due to any disagreement with the Company. The Board immediately appointed Frank Baylis to fill the vacancy; he will serve until the Company’s 2026 annual meeting of stockholders and thereafter until his successor is elected and qualified (or until earlier death, resignation or removal). Mr. Baylis entered into the Company’s standard indemnification agreement.

Key Details

• Kris Shah’s resignation effective March 5, 2026; company says it was not due to any disagreement.
• Frank Baylis appointed effective immediately and will serve until the 2026 annual meeting.
• Director compensation: non-employee annual retainer of $50,000 (pro‑rated for time served) and eligibility for an annual equity award.
• Company reports no arrangements or understandings related to Baylis’s appointment, no family relationships with executives/directors, and no required Item 404(a) related‑party transactions.

Why It Matters
This filing notifies investors of a board membership change and that the vacancy was filled promptly, preserving board continuity. The disclosed compensation and indemnification are standard for non‑employee directors, indicating the appointment is routine and unlikely to have a material financial impact. Investors tracking governance should note the change and the company’s statement that the resignation was not due to any disagreement.