CorMedix Inc. 8-K

What Happened
CorMedix Inc. (CRMD) held its 2026 Annual Meeting of Stockholders on June 23, 2026 and filed the voting results on Form 8‑K. Seven director nominees were elected by plurality to serve until the 2027 annual meeting: Janet Dillione, Gregory Duncan, Alan W. Dunton, Myron Kaplan, Steven Lefkowitz, Robert Stewart and Joseph Todisco. Key shareholder proposals included a non‑binding advisory vote on 2025 executive compensation (say‑on‑pay), ratification of the independent auditor, and multiple proposed amendments to the company’s Certificate of Incorporation (charter); the say‑on‑pay and auditor ratification passed, while the proposed charter amendments (Proposals 4–8) did not pass.

Key Details

• Directors elected (FOR votes): Gregory Duncan 38,658,138; Steven Lefkowitz 38,578,630; Robert Stewart 38,529,620; Alan W. Dunton 38,000,071; Joseph Todisco 38,413,154; Myron Kaplan 35,804,495; Janet Dillione 33,405,546. Broker non‑votes in these director elections: 20,258,890.
• Proposal 2 (non‑binding approval of 2025 executive compensation): FOR 29,298,076; AGAINST 9,835,841; ABSTAIN 1,842,250; broker non‑votes 20,258,890.
• Proposal 3 (ratify CBIZ CPAs P.C. as independent auditor for FY2026): FOR 59,398,171; AGAINST 1,481,251; ABSTAIN 355,635.
• Proposals 4–8 (various Certificate of Designation/Charter amendments, class voting, exclusive forum, officer liability updates): all not approved. Example votes: Proposal 4 FOR 37,252,768 / AGAINST 3,181,442; Proposal 5 FOR 38,146,624 / AGAINST 2,400,082; Proposal 6 FOR 29,985,141 / AGAINST 10,594,755; Proposal 7 FOR 36,892,460 / AGAINST 3,676,570; Proposal 8 FOR 33,425,309 / AGAINST 7,045,816. Many of these tallies include the same broker non‑votes of 20,258,890.

Why It Matters

• Board composition confirmed: Investors now know the directors who will serve through 2027, which affects oversight and strategic direction.
• Shareholder sentiment: The non‑binding say‑on‑pay passed but with substantial opposition (roughly 29.3M FOR vs 9.8M AGAINST), signaling some investor concern about executive compensation.
• Corporate governance changes were rejected: Multiple proposed Charter amendments intended to modify preferred‑stock voting, forum selection and officer liability did not pass, so the company’s existing governance provisions remain in place.
• Auditor ratified: Stockholders approved CBIZ CPAs P.C. as the independent registered public accounting firm for FY2026, supporting continuity in financial reporting and audit oversight.