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$SPRY·8-K

ARS Pharmaceuticals, Inc. · Jun 25, 5:01 PM ET

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ARS Pharmaceuticals, Inc. 8-K

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ARS Pharmaceuticals Holds 2026 Annual Meeting; Elects Directors

What Happened

  • ARS Pharmaceuticals, Inc. (SPRY) filed an 8-K reporting the results of its June 24, 2026 Annual Meeting of Stockholders. As of the April 27, 2026 record date, 99,300,658 shares were outstanding and entitled to vote.
  • Stockholders elected three Class III directors—Saqib Islam, J.D.; Phillip Schneider; and Laura Shawver, Ph.D.—each to serve until the 2029 Annual Meeting. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, approved the advisory "say-on-pay" vote for named executive officers, and selected annual frequency for future advisory compensation votes.

Key Details

  • Shares outstanding (record date): 99,300,658.
  • Director election vote totals:
    • Saqib Islam: For 51,588,419; Withheld 14,429,366; Broker non-votes 14,111,827.
    • Phillip Schneider: For 38,474,013; Withheld 27,543,772; Broker non-votes 14,111,827.
    • Laura Shawver: For 45,149,811; Withheld 20,867,974; Broker non-votes 14,111,827.
  • Auditor ratification (Ernst & Young LLP): For 79,465,541; Against 102,436; Abstain 561,635.
  • Advisory vote on executive compensation: For 57,290,450; Against 8,104,466; Abstain 622,869; Broker non-votes 14,111,827.
  • Advisory vote on frequency: 1 Year 52,117,264; 2 Years 68,816; 3 Years 13,442,422; Abstain 389,283; Broker non-votes 14,111,827. The Board will hold future advisory "say-on-pay" votes annually until the next required frequency vote (no later than the 2032 annual meeting).

Why It Matters

  • These outcomes confirm the company’s board composition through 2029 and show strong shareholder support for the company’s auditor and executive compensation approach.
  • The annual "say-on-pay" decision means investors will have an advisory vote on executive pay every year, giving more frequent opportunities to express views on compensation.
  • The presence of significant broker non-votes on some items is noted (14,111,827 shares), which can affect counts on director and advisory matters where brokers lacked discretion to vote.

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