Decoy Therapeutics Inc. 8-K

What Happened

• Decoy Therapeutics Inc. filed an 8-K (Item 5.07) on July 15, 2026 reporting the results of its July 14, 2026 Annual Meeting of Stockholders. As of the May 22, 2026 record date there were 531,968 shares outstanding and 225,548 shares (42.4%) were present or represented by proxy, constituting a quorum.
• Stockholders elected or re‑elected the company’s three Class II director nominees (Patricia Gauthier, Jonathan Lieber and Frederick E. Pierce), approved the non‑binding advisory vote on executive compensation, and ratified Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.

Key Details

• Record date and shares: 531,968 shares outstanding (May 22, 2026); 225,548 shares voted (42.4% turnout).
• Director votes:
  • Patricia Gauthier — For: 23,204; Against: 4,110; Abstain: 12; Broker non‑votes: 198,222
  • Jonathan Lieber — For: 22,964; Against: 4,349; Abstain: 12; Broker non‑votes: 198,223
  • Frederick E. Pierce — For: 22,690; Against: 4,624; Abstain: 12; Broker non‑votes: 198,222
• Advisory compensation vote: For 21,278; Against 5,041; Abstain 1,007; Broker non‑votes 198,222 (non‑binding).
• Auditor ratification: Ernst & Young LLP — For 214,341; Against 9,584; Abstain 1,623.

Why It Matters

• The election of the three Class II directors maintains board continuity and governance leadership approved by shareholders. The advisory (non‑binding) approval of executive compensation indicates shareholder sentiment on pay practices but does not legally change compensation arrangements. Ratification of Ernst & Young LLP confirms the company’s auditor selection for the fiscal year ending December 31, 2026.
• Investors tracking governance, oversight and audit continuity should note the vote totals, turnout (42.4%), and that the compensation vote was advisory. The filing was signed by Mark J. Rosenblum, Executive VP and CFO, on July 15, 2026.