Semnur Pharmaceuticals, Inc. 8-K

What Happened

• Semnur Pharmaceuticals, Inc. filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held June 25, 2026. About 100% of Series A preferred shares (5,423,606) and approximately 87% of common shares (200,307,471 of 230,209,142) were represented.
• Shareholders elected Jay Chun, M.D., Ph.D., as a Class I director (term through the 2029 annual meeting), ratified Pipara & Co LLP as the company’s independent registered public accounting firm for 2026, and approved the Semnur 2025 Equity Incentive Plan and 2025 Employee Stock Purchase Plan.

Key Details

• Meeting date: June 25, 2026; record date: April 28, 2026.
• Voting on director (Jay Chun): For 200,166,258; Withhold 3,804; Broker non-votes 137,409.
• Auditor ratification (Pipara & Co LLP): For 200,307,425; Against 46; Abstentions 0.
• 2025 Equity Incentive Plan: For 200,166,256; Against 269; Abstain 3,537; Broker non-votes 137,409.
• 2025 Employee Stock Purchase Plan (ESPP): For 200,166,255; Against 270; Abstain 3,537; Broker non-votes 137,409.

Why It Matters

• Board composition and governance: Electing a Class I director (term to 2029) affects board leadership and oversight through multiple years.
• Capital structure and dilution potential: Approval of the Equity Incentive Plan and ESPP authorizes future equity awards and employee purchases, which can lead to share issuance and potential dilution over time.
• Financial reporting continuity: Shareholder ratification of the auditor confirms the firm responsible for Semnur’s 2026 financial audits.

Signed on the filing by Henry Ji, Chief Executive Officer & President (dated June 25, 2026).