Alpha Cognition Inc. 8-K

What Happened

• Alpha Cognition Inc. announced on June 16, 2026 that its Board appointed Dr. Robert Wills as non-executive Chair, filling the vacancy left by Len Mertz, who did not stand for re-election.
• The announcement followed the Company’s annual shareholder meeting held in person on June 16, 2026 at Timarron Country Club in Southlake, Texas. As of the April 24, 2026 record date, there were 21,774,104 shares of common stock and 316,655 preferred shares entitled to vote. A total of 10,535,277 shares were represented at the meeting, establishing a quorum.
• At the meeting the Board size was set to six directors, all six director nominees were elected, and the stockholders ratified CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the coming year.

Key Details

• Appointment: Dr. Robert Wills named non-executive Chair, effective following the June 16, 2026 annual meeting.
• Board size vote (Proposal 1): 10,516,942 For; 11,980 Against; 6,355 Abstentions.
• Director elections (Proposal 2) — Votes For / Withheld (Broker Non‑Votes = 4,099,438 for each nominee):
  • Michael McFadden: 6,360,245 For / 75,594 Withheld
  • Kenneth Cawkell: 6,340,863 For / 94,976 Withheld
  • Rajeev “Rob” Bakshi: 4,436,011 For / 1,999,828 Withheld
  • Phillip Mertz: 6,360,595 For / 75,244 Withheld
  • Robert Wills: 6,412,233 For / 23,606 Withheld
  • Bethany Sensenig: 6,164,918 For / 270,921 Withheld
• Auditor ratification (Proposal 3): CBIZ CPAs P.C. ratified — 10,000,365 For; 533,188 Against; 1,723 Abstentions.

Why It Matters

• Leadership change: Appointing a new non-executive Chair changes board leadership and could influence governance and strategic oversight; investors often watch chair appointments for potential shifts in board priorities.
• Vote results show levels of shareholder support and engagement: while all nominees were elected, substantial broker non‑votes (4.1M) and a wide range of support levels (notably lower support for Rajeev Bakshi) are factual indicators of voting patterns among holders.
• Auditor continuity: Ratifying CBIZ CPAs P.C. maintains the Company’s audit relationship for the coming year, an item relevant to financial oversight and reporting.