CAPRICOR THERAPEUTICS, INC. 8-K

What Happened
Capricor Therapeutics, Inc. (CAPR) filed an 8-K on June 8, 2026 reporting the results of its annual meeting held June 4, 2026. Holders of 43,823,881 of 57,840,102 shares entitled to vote were present in person or by proxy. Eight nominees — Frank Litvack, M.D.; Linda Marbán, Ph.D.; David B. Musket; George W. Dunbar, Jr.; Karimah Es Sabar; Paul Auwaerter, M.D.; Philip Gotwals, Ph.D.; and Michael Kelliher — were elected to the board. The Audit Committee’s selection of Rose, Snyder & Jacobs LLP as the company’s independent registered public accounting firm for fiscal 2026 was ratified. Shareholders approved the non-binding “say-on-pay” advisory vote and chose a one-year frequency for future advisory votes on executive compensation. An amendment to the Certificate of Incorporation regarding officer exculpation was not approved.

Key Details

• Shares present/proxy: 43,823,881 of 57,840,102 shares entitled to vote.
• Director elections (For / Withheld / Broker non-votes):
  • Frank Litvack: 21,114,485 / 9,678,907 / 13,030,489
  • Linda Marbán: 25,482,880 / 5,310,512 / 13,030,489
  • David B. Musket: 24,952,805 / 5,840,587 / 13,030,489
  • George W. Dunbar, Jr.: 24,998,101 / 5,795,291 / 13,030,489
  • Karimah Es Sabar: 24,428,575 / 6,364,817 / 13,030,489
  • Paul Auwaerter: 25,110,352 / 5,683,040 / 13,030,489
  • Philip Gotwals: 25,480,357 / 5,313,035 / 13,030,489
  • Michael Kelliher: 25,378,932 / 5,414,460 / 13,030,489
• Auditor ratification: Rose, Snyder & Jacobs LLP ratified — For 43,057,620; Against 562,751; Abstain 203,510.
• Say-on-pay (non-binding): Approved — For 24,336,434; Against 6,244,316; Abstain 212,642; Broker non-votes 13,030,489.
• Frequency vote (non-binding): “1 Year” selected — 29,774,194 votes for one year.
• Certificate amendment (officer exculpation): Not approved — For 23,472,207; Against 6,433,198; Abstain 887,987; Broker non-votes 13,030,489.

Why It Matters
These results confirm the company’s board lineup for the coming year and formalize the external auditor for fiscal 2026, both important governance items for investors. The non-binding approval of executive compensation and the one-year frequency mean Capricor’s pay policies remain subject to regular shareholder feedback. The rejected amendment to officer exculpation preserves the current charter language (no new officer exculpation), which is a governance outcome investors may watch for potential legal and liability implications. The substantial broker non-votes (13,030,489) affected vote totals on several proposals.