Nautilus Biotechnology, Inc. 8-K

What Happened

• Nautilus Biotechnology, Inc. (NAUT) held its 2026 annual meeting of stockholders on June 17, 2026 and filed an 8-K dated June 18, 2026 reporting the voting results. Of 127,078,855 shares outstanding as of the April 20, 2026 record date, 85,002,191 shares (about 66.9%) were represented at the meeting.
• Stockholders elected the company’s two Class II director nominees — Parag Mallick and Farzad Nazem — each to serve until the 2029 annual meeting. PricewaterhouseCoopers LLP was ratified as the company’s independent registered public accounting firm for fiscal 2026. Stockholders also approved, on an advisory basis, the company’s 2025 executive compensation and chose to hold future advisory votes on executive pay every year.

Key Details

• Meeting participation: 85,002,191 shares represented of 127,078,855 outstanding (≈66.9% turnout).
• Director elections:
  • Parag Mallick: 67,882,439 votes for; 2,411,134 votes withheld; 14,708,618 broker non-votes.
  • Farzad Nazem: 67,994,844 votes for; 2,298,729 votes withheld; 14,708,618 broker non-votes.
• Auditor ratification: PricewaterhouseCoopers LLP ratified — 84,937,704 votes for; 27,748 against; 36,739 abstentions.
• Advisory votes on executive compensation:
  • Say-on-Pay (2025 compensation): 69,994,022 for; 268,341 against; 31,210 abstentions; 14,708,618 broker non-votes.
  • Frequency of future say-on-pay votes: majority favor 1 year (69,142,818 votes); next required advisory vote on frequency no later than the 2032 annual meeting.

Why It Matters

• Board continuity: Re-election of the two Class II directors maintains existing board membership through 2029, providing continuity for company strategy and oversight.
• Auditor continuity: Ratification of PwC keeps the current independent auditor in place for fiscal 2026, which affects financial reporting continuity.
• Executive pay oversight: Stockholders approved the company’s 2025 executive compensation on an advisory basis and chose annual advisory votes going forward — a governance signal that the company will continue yearly engagement on pay matters. The results are non-binding but guide the board’s governance practices.
• The filing was signed by CEO Sujal Patel on June 18, 2026.