Upstream Bio, Inc. 8-K

What Happened

• Upstream Bio, Inc. filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held June 9, 2026 (record date April 13, 2026).
• As of the record date there were 54,419,986 shares outstanding; 48,100,767 shares were present virtually or by proxy, constituting a quorum.
• Stockholders elected H. Edward Fleming, Jr., M.D., and Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A. as Class II directors (each to serve until the 2029 annual meeting or until a successor is qualified) and ratified PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for fiscal year 2026.

Key Details

• Shares outstanding (record date): 54,419,986; shares present/represented: 48,100,767.
• Election vote totals:
  • H. Edward Fleming, Jr.: For 40,715,035; Withheld 3,367,258; Broker non-votes 4,018,474.
  • Liam Ratcliffe: For 43,812,021; Withheld 270,272; Broker non-votes 4,018,474.
• Ratification of PwC as auditor: For 47,951,313; Against 143,251; Abstain 6,203.
• No other matters were voted on at the Annual Meeting.

Why It Matters

• The vote confirms the board composition for the Class II director seats through 2029, providing continuity in governance.
• Ratification of PwC secures the Company’s independent audit firm for the 2026 fiscal year, ensuring continuity in financial oversight and reporting.
• Vote totals and the presence of broker non-votes indicate the level of shareholder participation and which shares were not voted on director elections.