Coherus Oncology, Inc. 8-K

What Happened

• Coherus Oncology, Inc. announced the results of its 2026 Annual Meeting of Stockholders held virtually on May 27, 2026 (partially adjourned to May 29, 2026 for Proposal 4). The record date was April 16, 2026, with 154,217,609 shares outstanding.
• Stockholders voted on five proposals. Class III directors Dennis M. Lanfear and Mats L. Wahlström were re-elected to terms expiring at the 2029 annual meeting. Ernst & Young LLP was ratified as the company’s independent auditor. A non-binding Say-on-Pay advisory vote was approved. A reduction in exercise price of certain outstanding stock options (Proposal 4) was approved after the meeting was adjourned to May 29. An increase in shares reserved under the 2014 Equity Incentive Award Plan was approved.

Key Details

• Shares outstanding (record date): 154,217,609.
• Votes cast on May 27 (Proposals 1,2,3,5): 124,566,041 shares; votes cast on May 29 for Proposal 4: 91,750,055 shares.
• Director elections (Class III):
  • Dennis M. Lanfear — For: 82,524,713; Withheld: 6,482,243; Broker non-votes: 35,559,085.
  • Mats L. Wahlström — For: 81,177,717; Withheld: 7,829,239; Broker non-votes: 35,559,085.
• Auditor ratification (Proposal 2): For 121,137,511; Against 1,481,497; Abstain 1,947,033.
• Say-on-Pay (Proposal 3): For 73,322,772; Against 10,862,168; Abstain 4,822,016; Broker non-votes 35,559,085.
• Option exercise-price reduction (Proposal 4, adjourned vote): For 45,996,610; Against 45,362,110; Abstain 391,335 (no broker non-votes on May 29).
• Increase in shares under equity plan (Proposal 5): For 59,507,788; Against 24,853,379; Abstain 4,645,789; Broker non-votes 35,559,085.
• The company filed its Definitive Proxy Statement on April 20, 2026 and a Supplement on May 28, 2026 describing the proposals and vote procedures.

Why It Matters

• Governance: Re-election of two Class III directors maintains board continuity; ratification of Ernst & Young confirms the company’s auditor for fiscal 2026.
• Compensation & incentives: Say-on-Pay passed (advisory), and shareholders approved an increase in equity plan shares and a narrowly approved option repricing (Proposal 4). These actions affect executive and employee equity incentives and could influence dilution or option-holder outcomes.
• Voting dynamics: A substantial number of broker non-votes (35,559,085) were present for votes held May 27; the adjournment to May 29 for Proposal 4 removed broker non-votes from that final tally, producing a closer, decisive result.