Cartesian Therapeutics, Inc. 8-K

What Happened

• Cartesian Therapeutics, Inc. (RNAC) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held June 12, 2026. A total of 24,151,536 shares were represented (≈82.42% of outstanding shares as of the April 14, 2026 record date).
• All three Class I director nominees were elected to serve until the 2029 Annual Meeting: Michael Singer, M.D., Ph.D.; Timothy A. Springer, Ph.D.; and Patrick Zenner, M.B.A.
• Stockholders approved, on a non‑binding advisory basis, the compensation of the company’s named executive officers (say‑on‑pay), and ratified Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Shares represented at meeting: 24,151,536 (≈82.42% of outstanding as of April 14, 2026).
• Director election votes:
  • Michael Singer: 11,745,619 FOR; 8,083,506 WITHHELD; 4,322,411 broker non‑votes.
  • Timothy A. Springer: 18,665,163 FOR; 1,163,962 WITHHELD; 4,322,411 broker non‑votes.
  • Patrick Zenner: 12,168,919 FOR; 7,660,206 WITHHELD; 4,322,411 broker non‑votes.
• Say‑on‑pay (advisory) results: 13,659,709 FOR; 136,217 AGAINST; 6,033,199 ABSTAINED; 4,322,411 broker non‑votes.
• Auditor ratification: Ernst & Young LLP ratified with 24,144,742 FOR; 6,157 AGAINST; 637 ABSTAINED.

Why It Matters

• Board continuity: Election of the three Class I directors secures board composition through 2029, which can affect strategic oversight and governance continuity.
• Governance signals: Approval of the non‑binding say‑on‑pay indicates a majority of voting shareholders supported executive compensation as disclosed, though a substantial number abstained.
• Audit stability: Ratification of Ernst & Young LLP confirms the independent auditor for 2026, important for financial reporting and investor confidence.

Keywords: annual meeting, directors elected, say‑on‑pay, auditor ratification, Ernst & Young, Cartesian Therapeutics.