SPRUCE BIOSCIENCES, INC. 8-K

What Happened

• Spruce Biosciences, Inc. filed an 8-K on May 26, 2026 reporting results of its virtual 2026 Annual Meeting held May 21, 2026 (record date March 24, 2026). There were 1,372,278 shares outstanding; 903,893 shares (65.86%) were present virtually or by proxy, constituting a quorum.
• Stockholders elected three Class III directors to terms ending in 2029: Michael Grey (For 276,159; Withheld 23,715; Broker non-votes 604,019), Camilla V. Simpson, M.Sc. (For 191,284; Withheld 108,590; Broker non-votes 604,019), and Javier Szwarcberg, M.D., MPH (For 293,098; Withheld 6,776; Broker non-votes 604,019).
• Other outcomes: stockholders ratified BDO USA, P.C. as independent auditor for FY2026 (For 880,984; Against 16,851; Abstain 6,058), approved the advisory say-on-pay (For 187,027; Against 111,274; Abstain 1,573; Broker non-votes 604,019), and selected annual frequency for future say-on-pay votes (One Year 297,804; Two Years 1,049; Three Years 804; Abstentions 217; Broker non-votes 604,019). The company will hold advisory votes on executive compensation annually until the next required frequency vote (no later than the 2032 Annual Meeting).

Key Details

• Record date: March 24, 2026; Annual Meeting date: May 21, 2026; 903,893 shares (65.86%) represented at meeting.
• Broker non-votes: 604,019 shares (about 44% of outstanding shares) were broker non-votes on director/compensation matters.
• Auditor ratified: BDO USA, P.C. approved for fiscal year ending Dec 31, 2026 (880,984 For).
• Say-on-pay: approved on an advisory basis (187,027 For); company to hold annual advisory votes going forward.

Why It Matters

• Governance: The re-election of the three directors and ratification of BDO as auditor confirm continuity in the board and external audit oversight.
• Shareholder feedback: The say-on-pay approval and choice of annual votes indicate a shareholder preference for annual advisory review of executive compensation; the company will comply by including yearly say-on-pay votes.
• Voting dynamics: A large number of broker non-votes (≈604K shares) reduced the number of votes cast on director and compensation matters—important context when assessing shareholder support levels reported.