Annexon, Inc. 8-K

What Happened
Annexon, Inc. announced the results of its 2026 Annual Meeting of Stockholders held June 11, 2026. Two Class III directors were elected to three‑year terms (expiring at the 2029 annual meeting): Bettina M. Cockroft, M.D. and Douglas Love, Esq. The company’s stockholders also ratified KPMG LLP as the independent registered public accounting firm for 2026, approved the advisory vote on the compensation of named executive officers (say‑on‑pay), and approved an amendment to increase authorized common shares from 300,000,000 to 500,000,000.

Key Details

• Director elections (Class III, three-year terms):
  • Bettina M. Cockroft — For: 101,594,745; Withheld: 22,807,949; Broker non‑votes: 17,818,815.
  • Douglas Love — For: 107,491,451; Withheld: 16,911,243; Broker non‑votes: 17,818,815.
• Auditor ratification: KPMG LLP ratified as auditor for fiscal year ending Dec 31, 2026 — For: 142,016,122; Against: 185,546; Abstain: 19,841.
• Advisory approval of executive compensation (say‑on‑pay): For: 122,347,513; Against: 1,986,387; Abstain: 68,794; Broker non‑votes: 17,818,815.
• Amendment to increase authorized common stock from 300,000,000 to 500,000,000: For: 129,051,256; Against: 4,374,799; Abstain: 8,795,454.

Why It Matters
The election results confirm the company’s board composition for the next three years and the ratification of KPMG maintains continuity of its independent audit oversight. The say‑on‑pay advisory passed by a large margin, indicating shareholder support for executive compensation as presented. Approving an increase in authorized common shares expands the number of shares Annexon may issue in the future, which is a structural change that could be used for equity financings, employee plans, or other corporate purposes.