HEALTHSTREAM INC 8-K

What Happened
HealthStream, Inc. (HSTM) held its annual meeting of shareholders on May 28, 2026 and filed the voting results. Shareholders elected three Class II directors to three‑year terms and ratified Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The non‑binding advisory “say‑on‑pay” vote was approved by shareholders.

Key Details

• Director elections (Class II, three‑year terms):
  • A. Alex Jahangir: For 22,452,989 | Withheld 2,421,416 | Broker non‑votes 2,654,245
  • Jeffrey L. McLaren: For 14,484,114 | Withheld 10,390,291 | Broker non‑votes 2,654,245
  • Linda Rebrovick: For 23,316,490 | Withheld 1,557,915 | Broker non‑votes 2,654,245
• Auditor ratification: Ernst & Young LLP ratified — For 27,171,627 | Against 355,926 | Abstain 1,097.
• Say‑on‑pay (non‑binding advisory vote on executive compensation): For 23,852,346 | Against 1,019,058 | Abstain 3,001 | Broker non‑votes 2,654,245.
• Proxy Statement referenced was filed April 10, 2026; remaining directors not up for re‑election continue to serve.

Why It Matters
These outcomes confirm board composition for the next three years and maintain audit continuity with Ernst & Young as the independent auditor for fiscal 2026. The approved say‑on‑pay is advisory (non‑binding) but reflects shareholder sentiment on executive compensation. The detailed vote counts — including notable withheld votes for one director and the say‑on‑pay — provide transparency on shareholder support levels relevant to governance and investor oversight.