HYPERION DEFI, INC. 8-K

What Happened
Hyperion DeFi, Inc. (HYPD) filed an 8-K reporting the results of its virtual 2026 Annual Meeting held June 30, 2026. Of 12,219,295 shares eligible to vote as of the May 4, 2026 record date, 5,891,614 shares (≈48.22%) were present or represented by proxy. The company reported vote totals for director elections, ratification of its independent auditor, an advisory vote on executive compensation, approval sought for a charter amendment to permit stockholder written consent (which failed), and approval to adjourn if necessary.

Key Details

• Record date and quorum: 12,219,295 shares eligible; 5,891,614 shares present/represented (≈48.22%).
• Director votes (one-year terms expiring 2027) — broker non-votes: 4,233,944 for each nominee. Vote totals (For / Withhold):
  • Michael Geltzeiler: 1,633,075 / 24,595
  • Rachel Jacobson: 1,563,411 / 94,259
  • Hyunsu Jung: 1,635,240 / 22,430
  • Happy Walters: 1,621,862 / 35,808
  • Ellen Strahlman, M.D.: 1,563,720 / 93,950
• Auditor ratification: CBIZ CPAs P.C. ratified for fiscal 2026 — 5,818,205 For, 48,639 Against, 24,770 Abstain.
• Advisory say-on-pay: 1,466,211 For, 164,535 Against, 26,923 Abstain; 4,233,945 broker non-votes.
• Charter amendment to allow stockholder written consent (Proposal 4) did not pass and will not be implemented: 1,620,007 For, 25,194 Against, 12,469 Abstain; 4,233,944 broker non-votes.
• Adjournment authority (to solicit additional proxies if needed) received support: 2,492,978 For, 85,103 Against, 16,841 Abstain; 3,296,692 broker non-votes.

Why It Matters
These results determine governance and procedural rights: the failed amendment means stockholders cannot act by written consent and will need to use meetings or other existing methods to take corporate actions. Ratification of CBIZ CPAs P.C. confirms the auditor for fiscal 2026. The advisory approval of executive compensation passed among votes cast but is non-binding. High broker non-vote totals and the roughly 48% participation rate are notable because they reduced the number of shares available to decide several proposals, which can affect the outcome of corporate governance changes.