CG Oncology, Inc. 8-K

What Happened

• CG Oncology, Inc. (CGON) filed an 8-K on June 8, 2026 reporting the results of its 2026 Annual Meeting held June 4, 2026. As of the April 7, 2026 record date, 88,009,980 shares were outstanding and entitled to vote.
• Stockholders elected two Class II directors — Christina Rossi and Victor Tong, Jr. — each to serve until the 2029 Annual Meeting. Stockholders also ratified Ernst & Young LLP as the company’s independent registered public accounting firm and approved the advisory (non‑binding) vote on executive compensation and an annual frequency for future advisory pay votes.

Key Details

• Director elections (Class II, term to 2029):
  • Christina Rossi: 67,531,501 votes FOR; 89,825 votes WITHHELD; 16,216,685 broker non-votes.
  • Victor Tong, Jr.: 62,401,874 votes FOR; 5,219,452 votes WITHHELD; 16,216,685 broker non-votes.
• Auditor ratification: Ernst & Young LLP ratified with 83,711,522 FOR, 4,103 AGAINST, and 122,386 ABSTENTIONS.
• Say-on-pay (advisory): Approved with 65,894,959 FOR, 1,603,011 AGAINST, 123,356 ABSTENTIONS, and 16,216,685 broker non-votes.
• Vote on frequency of advisory pay votes: stockholders chose annual votes — 66,962,791 for 1 year; 537,270 for 3 years; 4,269 for 2 years; 116,996 abstentions. The company will hold advisory votes on executive compensation every year going forward.
• Broker non-votes totaled 16,216,685 shares (about 18.4% of shares outstanding), which can affect outcomes for proposals where broker discretionary voting is not permitted.

Why It Matters

• Board composition: Election of the two Class II directors maintains board continuity through 2029 and resolves leadership votes reported in the proxy. Notable withheld votes for Victor Tong, Jr. were materially larger than for Christina Rossi, which investors may watch in future governance disclosures.
• Auditor confirmation: Ratification of Ernst & Young LLP gives investors clarity on who will audit CGON’s 2026 financial statements.
• Executive pay governance: The advisory "say-on-pay" passed and the company opted for annual advisory votes, which gives shareholders a yearly opportunity to express views on executive compensation (this vote is non-binding but influential).
• Practical impact: Broker non-votes and withheld votes affected tallies on several proposals; investors should review proxy materials and future filings for more context on shareholder sentiment and governance trends.