Onterris, Inc. 8-K

What Happened
On May 6, 2026, Onterris, Inc. (ONT) held its 2026 Annual Meeting of Stockholders and reported the voting results in an 8-K filed May 11, 2026. As of the March 12, 2026 record date there were 36,169,781 shares outstanding; 32,070,741.34 shares (about 88.67%) were represented at the meeting. Stockholders elected three directors for one-year terms, ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for FY2026, and approved the advisory Say-on-Pay proposal.

Key Details

• Record date and quorum: 36,169,781 shares outstanding (record date March 12, 2026); 32,070,741.34 shares represented (≈88.67%), quorum present.
• Director elections (votes For / Withhold; broker non-votes 2,404,892 for each):
  • Vincent P. Colman: 28,937,774 For; 728,075.34 Withhold.
  • Peter M. Graham: 27,703,952 For; 1,961,897.34 Withhold.
  • Richard E. Perlman: 24,706,543 For; 4,959,306.34 Withhold.
    All three nominees were duly elected.
• Auditor ratification: Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal year ending Dec 31, 2026 — For: 31,677,269.34; Against: 324,510; Abstain: 68,962.
• Say-on-Pay (non-binding advisory): Approved — For: 24,870,933; Against: 4,792,525.34; Abstain: 2,391; Broker non-votes: 2,404,892.

Why It Matters
These votes finalize Onterris’s board composition and auditor for FY2026 and give the company an advisory endorsement of executive compensation. The results show strong overall support for management’s proposals (auditor ratified with a large For vote), while the relatively larger withhold votes for one director and several million votes against Say-on-Pay may be of interest to investors monitoring governance and executive pay sentiment. The filing is procedural but material to governance and oversight going into fiscal 2026.