Camp4 Therapeutics Corp 8-K

What Happened
Camp4 Therapeutics (CAMP) filed an 8‑K on June 12, 2026 reporting results from its June 10, 2026 annual meeting. Stockholders approved an amendment to the CAMP4 Therapeutics 2024 Equity Incentive Plan to change the plan’s evergreen formula to include any outstanding pre‑funded warrants when calculating the annual increase in the share pool. The Board also approved a new CAMP4 Therapeutics 2026 Inducement Plan (no shareholder vote required under Nasdaq rules) to grant equity awards totaling up to 500,000 shares as hiring inducements. The Board also presented and stockholders ratified Ernst & Young LLP as the company’s independent auditor and elected the three Class II directors.

Key Details

• Annual meeting date: June 10, 2026; Form 8‑K filed June 12, 2026.
• Equity plan amendment vote: For 27,002,145; Against 10,023,588; Abstain 199,455; Broker non‑votes 2,773,446.
• Inducement Plan: Board approved the 2026 Inducement Plan to permit grants of non‑statutory stock options, SARs, RSUs, performance awards and other stock awards covering up to 500,000 shares. No stockholder approval was sought under Nasdaq Listing Rule 5635(c)(4).
• Auditor ratification: Ernst & Young LLP ratified as independent registered public accounting firm (For 39,998,507; Against 127; Abstain —).
• Directors elected as Class II (three‑year terms): Steven Holtzman, Murray Stewart, DM FRCP, and Richard Young, PhD (election votes reported in the 8‑K).

Why It Matters

• The equity plan amendment changes how the annual share increase is calculated by adding outstanding pre‑funded warrants to the outstanding share count, which can increase the number of shares added to the incentive plan each year and therefore the potential pool for future grants. That may lead to greater long‑term share‑based dilution than under the prior formula.
• The 2026 Inducement Plan creates a dedicated pool (up to 500,000 shares) for hiring and re‑hiring equity awards, which can help attract talent but also represents additional potential dilution.
• Ratifying the auditor and electing directors are routine governance matters; the key investor impacts from this meeting are the plan amendment and the new inducement share reserve.