Penumbra Inc 8-K

What Happened
Penumbra, Inc. announced in an 8-K filed May 7, 2026 that its stockholders approved the Agreement and Plan of Merger with Boston Scientific Corporation at a special meeting on May 6, 2026. At the March 26, 2026 record date there were 39,324,084 shares outstanding; 28,665,933 shares were present in person or by proxy. The Merger Proposal was approved with 28,564,786 votes for, 85,334 against and 15,813 abstentions.

Key Details

• Special meeting held May 6, 2026; proxies were solicited under Regulation 14A.
• Shares outstanding (record date Mar 26, 2026): 39,324,084; shares present/voting: 28,665,933.
• Merger vote: 28,564,786 For / 85,334 Against / 15,813 Abstentions.
• Advisory vote on executive compensation tied to the merger: approved 27,811,605 For / 765,399 Against / 88,929 Abstentions.
• Company notes closing still requires satisfaction or waiver of other conditions, including expiration/termination of the HSR waiting period and receipt of required antitrust/foreign investment clearances in certain non‑U.S. jurisdictions.

Why It Matters
Shareholder approval clears a key legal condition for the acquisition of Penumbra by Boston Scientific, moving the deal closer to closing. Investors should be aware the transaction still depends on regulatory approvals (U.S. HSR and non‑U.S. antitrust/foreign investment reviews) before it is consummated, which can affect timing and outcome.