Penumbra Inc 8-K

What Happened

• Penumbra, Inc. filed an 8-K on June 22, 2026 reporting the results of its Annual Meeting held June 18, 2026. At the April 22, 2026 record date there were 39,331,425 shares outstanding and 29,260,683 shares were voted in person or by proxy.
• Three Class II directors were elected: Arani Bose, M.D.; Bridget O’Rourke; and Surbhi Sarna. Stockholders also ratified PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm for fiscal 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers.

Key Details

• Shares outstanding (record date): 39,331,425; shares voted: 29,260,683.
• Director election vote totals:
  • Arani Bose, M.D.: For 21,137,932; Withheld 3,772,459; Broker non-votes 4,350,292.
  • Bridget O’Rourke: For 23,790,926; Withheld 1,119,465; Broker non-votes 4,350,292.
  • Surbhi Sarna: For 24,232,264; Withheld 678,127; Broker non-votes 4,350,292.
• Auditor ratification: PwC ratified — For 29,208,244; Against 42,529; Abstentions 9,910.
• Advisory vote on executive compensation: For 24,113,038; Against 762,612; Abstentions 34,741; Broker non-votes 4,350,292.
• Proxies were solicited under Regulation 14A; filing signed by Johanna Roberts (EVP, General Counsel & Secretary) on June 22, 2026.

Why It Matters

• Board continuity: Election of the three Class II directors confirms management’s slate and will affect board composition and oversight through the 2027 annual meeting.
• Audit continuity: Ratification of PwC keeps the company’s auditor in place for fiscal 2026, which matters for consistency in financial reporting and audit process.
• Shareholder sentiment: The advisory approval of executive compensation (say-on-pay) received majority support, indicating general investor acceptance of the company’s pay practices.