TG THERAPEUTICS, INC. 8-K

What Happened

• TG Therapeutics, Inc. (TGTX) held its 2026 Annual Meeting on June 11, 2026 (online). Stockholders representing 113,003,414 shares (73.81% of 153,093,879 outstanding) were present or represented by proxy. The company filed an 8‑K (Item 5.07) reporting the voting results. All proposals were approved except Proposal 3, the advisory vote to approve named executive officer compensation.

Key Details

• Director elections: Six directors were elected to hold office until the 2027 annual meeting. Vote highlights:
  • Michael S. Weiss: 72,172,630 For (88.63%); 9,260,279 Withheld (11.37%); broker non‑votes: 31,570,505.
  • Sagar Lonial, MD: 44,666,544 For (54.85%); 36,766,365 Withheld (45.15%); broker non‑votes: 31,570,505.
  • Kenneth Hoberman: 53,354,717 For (65.52%); 28,078,192 Withheld (34.48%); broker non‑votes: 31,570,505.
• Auditor ratification (Proposal 2): KPMG LLP was ratified as the independent registered public accounting firm for fiscal 2026 — 112,329,330 For; 531,758 Against; 142,326 Abstentions.
• Advisory executive compensation vote (Proposal 3): The non‑binding "say‑on‑pay" vote was not approved — 31,905,837 For vs. 48,858,169 Against; 668,903 Abstentions; 31,570,505 broker non‑votes.

Why It Matters

• The failed advisory vote on executive pay is a clear, factual indicator of shareholder dissatisfaction with the company's executive compensation package as presented at the meeting. Although advisory (non‑binding), such outcomes often prompt board engagement with shareholders and can lead to changes in compensation practices or disclosures.
• Director elections and auditor ratification were approved, but several directors received notable percentages of withheld votes, which investors and governance watchers may view as signals about shareholder sentiment toward board composition or oversight.