SUTRO BIOPHARMA, INC. 8-K

What Happened Sutro Biopharma, Inc. (STRO) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held June 5, 2026. Shareholders elected three Class II directors — Jane Chung, Connie Matsui and James Panek — each to a three-year term expiring at the 2029 annual meeting. The meeting also ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026 and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

Key Details

• Director elections (terms to expire at the 2029 Annual Meeting):
  • Jane Chung: For 11,355,214; Withheld 3,596; Broker Non-Votes 2,540,863
  • Connie Matsui: For 9,734,802; Withheld 1,624,008; Broker Non-Votes 2,540,863
  • James Panek: For 9,706,422; Withheld 1,652,388; Broker Non-Votes 2,540,863
• Auditor ratification: Ernst & Young LLP — For 13,893,289; Against 501; Abstaining 5,883.
• Advisory vote on executive compensation (say-on-pay): For 11,329,946; Against 22,412; Abstaining 6,452; Broker Non-Votes 2,540,863.

Why It Matters The election results confirm the board composition for the next three years and ratify the external auditor for fiscal 2026, both of which affect corporate governance and financial oversight. The non-binding approval of executive compensation signals shareholder support for the company's pay practices as disclosed in the proxy. Broker non-votes (2,540,863) show a significant number of shares held by brokers that did not vote on certain matters, which can affect outcomes on non-routine proposals.