Tvardi Therapeutics, Inc. 8-K

What Happened

• Tvardi Therapeutics, Inc. (TVRD) held its Annual Meeting of Stockholders on June 9, 2026 and filed an 8‑K reporting the voting results. Imran Alibhai, Ph.D., Cynthia Smith and Sujal Shah were each elected as Class II directors to serve until the 2029 Annual Meeting. The company’s non‑binding advisory vote on named executive officer compensation was approved, stockholders chose an annual frequency for future advisory votes on executive pay, and shareholders ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.

Key Details

• Director elections (Class II, terms to 2029): Imran Alibhai — 3,513,039 for, 147,472 withheld; Cynthia Smith — 3,392,877 for, 267,634 withheld; Sujal Shah — 3,507,652 for, 152,859 withheld. Broker non‑votes: 2,975,429.
• Advisory vote on executive compensation (non‑binding): 3,482,265 for, 161,795 against, 16,451 abstentions; broker non‑votes: 2,975,429.
• Advisory vote on frequency of executive compensation votes: 1 year preferred (3,453,729 votes); company will hold annual advisory votes going forward.
• Ratification of auditor: Deloitte & Touche LLP ratified as independent auditor for FY2026 — 6,523,292 for, 62,646 against, 50,002 abstentions (no broker non‑votes reported).

Why It Matters

• Board composition confirmed: the election of three directors fills the Class II seats through 2029, affecting governance and oversight continuity.
• Executive pay approved (non‑binding): shareholders expressed general support for the company’s named executive officer compensation, and the company will continue to hold annual advisory votes on pay.
• Auditor ratification: shareholder approval of Deloitte as the independent auditor provides continuity for financial reporting and auditing for fiscal 2026.

This 8‑K reports voting outcomes only and does not announce changes to the company’s operations, financial results, or executive officers.