COGNITION THERAPEUTICS INC 8-K

What Happened

• Cognition Therapeutics, Inc. held a virtual Annual Meeting of Stockholders on June 17, 2026 and filed the voting results on Form 8-K on June 18, 2026.
• Two Class II directors — Aaron Fletcher, Ph.D., and Lisa Ricciardi — were elected to serve until the 2029 Annual Meeting. Vote totals: Aaron Fletcher — For 15,093,537; Withheld 680,677; Broker non-votes 34,035,661. Lisa Ricciardi — For 15,094,238; Withheld 679,976; Broker non-votes 34,035,661.
• The appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026 was ratified. Vote totals: For 49,039,407; Against 126,951; Abstentions 643,517; Broker non-votes 0.

Key Details

• Meeting date: June 17, 2026 (virtual); 8-K filed June 18, 2026.
• Directors elected to serve through the 2029 Annual Meeting: Aaron Fletcher, Ph.D., and Lisa Ricciardi.
• Director vote breakdowns included large broker non-votes (34,035,661) on the director elections.
• Auditor ratification: Ernst & Young LLP approved with 49,039,407 votes in favor.

Why It Matters

• The elections confirm the composition of the company’s Board of Directors through 2029, which affects governance and oversight of company strategy and management.
• Ratification of Ernst & Young as auditor establishes continuity for financial reporting and audit oversight for fiscal 2026.
• The presence of significant broker non-votes on the director elections indicates many shares held in brokerage accounts were not voted on those items (a common occurrence when brokers lack voting instructions), but those non-votes do not count as affirmative votes for the nominees.