Orchestra BioMed Holdings, Inc. 8-K

What Happened

• Orchestra BioMed Holdings, Inc. filed an 8‑K reporting the results of its June 23, 2026 Annual Meeting of Stockholders. As of the April 28, 2026 record date, 59,880,715 shares were entitled to vote and 49,053,298 shares were represented at the meeting.
• Stockholders elected three Class III directors (David P. Hochman, Darren R. Sherman, Eric S. Fain), ratified Ernst & Young LLP as the independent auditor for fiscal 2026, approved the 2026 Employee Stock Purchase Plan (ESPP), and approved advisory (non‑binding) votes on executive compensation and the frequency of those votes.

Key Details

• Director elections (votes For / Withheld / Broker non‑votes):
  • David P. Hochman: 39,724,691 For; 97,018 Withheld; 9,231,589 Broker non‑votes.
  • Darren R. Sherman: 39,544,240 For; 277,469 Withheld; 9,231,589 Broker non‑votes.
  • Eric S. Fain: 37,810,358 For; 2,011,351 Withheld; 9,231,589 Broker non‑votes.
• Auditor ratification: Ernst & Young LLP approved 49,039,578 For; 13,692 Against; 28 Abstentions.
• ESPP approval: 39,639,592 For; 150,243 Against; 31,874 Abstentions; 9,231,589 Broker non‑votes.
• Say‑on‑pay (advisory): 37,975,986 For; 1,778,200 Against; 67,523 Abstentions; 9,231,589 Broker non‑votes.
• Say‑on‑pay frequency: stockholders chose “1 Year” (38,995,022) vs 2 Years (25,675) and 3 Years (791,227); company will hold annual advisory votes on executive compensation and expects the next required frequency vote in 2032.

Why It Matters

• The board’s Class III slate was re‑elected, preserving current governance leadership through the 2029 annual meeting. Ratification of Ernst & Young keeps continuity in external audit oversight for fiscal 2026.
• Approval of the 2026 ESPP authorizes employee equity participation under the new plan (which may affect share count and employee incentives). The advisory approval of executive compensation and annual frequency indicates shareholder support for current pay practices and the company’s plan to seek say‑on‑pay each year.