Cardiff Oncology, Inc. 8-K

What Happened Cardiff Oncology, Inc. filed an 8-K on June 11, 2026 reporting the results of its Annual Meeting of Stockholders held that day. A quorum of 41,614,848 shares was represented. All six director nominees — Dr. James O. Armitage; Dr. Rodney Markin; Mani Mohindru, Ph.D.; Gary W. Pace, Ph.D.; Renee P. Tannenbaum, Pharm.D.; and Lâle White — were elected to serve until the 2027 Annual Meeting. Stockholders also ratified BDO USA, P.C. as the company’s independent registered public accounting firm for fiscal 2026, approved an amendment to increase shares available under the 2021 Equity Incentive Plan to 15,150,000, and approved the advisory "say-on-pay" vote on executive compensation.

Key Details

• Total shares represented at the meeting: 41,614,848.
• Director election votes (For / Abstain / Broker Non Vote):
  • Dr. James O. Armitage: 18,806,657 / 522,756 / 22,285,435
  • Dr. Rodney Markin: 18,647,050 / 682,361 / 22,285,437
  • Mani Mohindru, Ph.D.: 18,942,979 / 386,435 / 22,285,434
  • Gary W. Pace, Ph.D.: 18,877,743 / 451,668 / 22,285,437
  • Renee P. Tannenbaum, Pharm.D.: 18,790,068 / 539,345 / 22,285,435
  • Lâle White: 18,710,040 / 619,373 / 22,285,435
• Auditor ratification: BDO USA, P.C. approved (For 40,239,508; Against 1,070,807; Abstain 304,529).
• 2021 Equity Incentive Plan amendment approved to increase shares to 15,150,000 (For 10,740,460; Against 8,063,520; Abstain 525,431; Broker Non Vote 22,285,437).
• Advisory vote on executive compensation approved (For 17,120,176; Against 1,772,185; Abstain 437,049; Broker Non Vote 22,285,438).

Why It Matters The results confirm board continuity and shareholder support for management governance items: the auditor selection was ratified and the advisory pay vote passed. The approved increase to the 2021 Equity Incentive Plan expands the pool of shares available for awards, which can affect future dilution and executive compensation practices. Note the substantial number of broker non-votes (~22.29M) on several proposals, which indicates many brokerage-held shares were not voted on those items and affected the raw vote totals reported. The 8-K was signed by CEO Mani Mohindru on June 11, 2026.