Pulmonx Corp 8-K

What Happened
Pulmonx Corporation (LUNG) filed an 8-K on June 4, 2026 reporting the outcomes of its 2026 Annual Meeting of Stockholders. A total of 32,645,270 shares were present or represented by proxy (about 77.29% of 42,237,203 shares outstanding as of the April 7, 2026 record date). Stockholders elected three Class III directors, ratified BDO USA, P.C. as the independent registered public accounting firm for fiscal 2026, and approved the company’s executive compensation on a non‑binding advisory basis.

Key Details

• Meeting turnout: 32,645,270 shares voted, ~77.29% of 42,237,203 shares outstanding (record date April 7, 2026).
• Proposal 1 — Election of Class III directors (terms to 2029):
  • Thomas W. Burns: For 19,751,638; Withheld 1,063,272; Broker non-votes 11,830,360.
  • Georgia Garinois‑Melenikiotou: For 17,680,826; Withheld 3,134,084; Broker non-votes 11,830,360.
  • Dana G. Mead, Jr.: For 19,853,196; Withheld 961,714; Broker non-votes 11,830,360.
• Proposal 2 — Ratification of independent auditor: BDO USA, P.C. ratified (For 31,458,698; Against 97,509; Abstain 1,089,063). No broker non-votes.
• Proposal 3 — Non-binding advisory vote on executive compensation (say-on-pay): Approved (For 17,196,362; Against 3,485,784; Abstain 132,764; Broker non-votes 11,830,360).
• 8-K signed June 4, 2026 by David Lehman, General Counsel.

Why It Matters
The results confirm board continuity with the elected Class III directors serving through the 2029 annual meeting, which affects corporate governance and oversight. Ratification of BDO USA as auditor establishes the firm responsible for Pulmonx’s fiscal 2026 financial reporting and audits. The affirmative say-on-pay vote indicates majority investor approval of the disclosed executive compensation, though it is non‑binding. High shareholder participation (~77%) shows significant engagement on these governance matters.