Surrozen, Inc./DE 8-K

What Happened

• Surrozen, Inc. filed an 8-K (May 14, 2026) reporting the results of its 2026 Annual Meeting of Stockholders held on May 13, 2026. The record date was March 18, 2026, with 11,486,707 shares entitled to vote and 7,744,669 shares represented in person or by proxy.
• Two nominees were elected as Class II directors (terms through the 2029 Annual Meeting): Mace Rothenberg, M.D., and David J. Woodhouse, Ph.D. Ernst & Young LLP was ratified as the company’s independent registered public accounting firm for 2026. Stockholders approved the advisory “say-on-pay” vote and chose annual advisory votes on executive compensation.

Key Details

• Voting turnout: 7,744,669 shares represented of 11,486,707 shares outstanding as of March 18, 2026.
• Director election votes:
  • Mace Rothenberg, M.D.: For 5,982,651; Withheld 1,107,751; Broker non-votes 654,267.
  • David J. Woodhouse, Ph.D.: For 7,087,293; Withheld 3,109; Broker non-votes 654,267.
• Auditor ratification: Ernst & Young LLP — For 7,744,358; Against 284; Abstain 27.
• Advisory votes on compensation:
  • Say-on-pay (advisory approval of named executive officer compensation): For 6,312,815; Against 776,738; Abstain 849; Broker non-votes 654,267.
  • Frequency of advisory votes on pay: Annual selected — 1 Year 7,068,763; 3 Years 21,636; 2 Years 0; Abstain 3; Broker non-votes 654,267. Company will hold annual advisory votes going forward.

Why It Matters

• Board composition: Election of the two Class II directors keeps the board’s governance continuity through 2029, which affects oversight of strategy and management.
• Auditor confirmation: Ratification of Ernst & Young LLP sets the firm responsible for auditing 2026 financial statements, relevant for financial transparency and investor confidence.
• Executive pay governance: Approval of the advisory “say-on-pay” and the vote for annual frequency indicate stockholder support for current executive compensation disclosure and give investors an annual opportunity to weigh in on pay. No other matters were voted on at the meeting.