Tarsus Pharmaceuticals, Inc. 8-K

What Happened
Tarsus Pharmaceuticals, Inc. (TARS) filed an 8-K on June 29, 2026 reporting the results of its Annual Meeting of Stockholders held June 25, 2026. At the record date of April 27, 2026 there were 43,023,959 shares outstanding; 38,237,214 shares were present in person or by proxy, constituting a quorum. The company elected four Class III directors, received an advisory approval of named executive officer compensation (say-on-pay), and stockholders ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026.

Key Details

• Record and meeting: 43,023,959 shares outstanding (record date April 27, 2026); 38,237,214 shares present at the meeting (June 25, 2026).
• Director elections (terms to 2029):
  • Wendy Yarno, MBA — For: 34,398,690; Withheld: 374,956; Broker non-votes: 3,463,568
  • Andrew Goldberg, M.D. — For: 26,733,789; Withheld: 8,039,857; Broker non-votes: 3,463,568
  • Scott Morrison — For: 34,225,471; Withheld: 548,175; Broker non-votes: 3,463,568
  • David E.I. Pyott, MBA — For: 33,612,963; Withheld: 1,160,683; Broker non-votes: 3,463,568
  • Continuing directors include Bobak Azamian, Katherine Goodrich, Bhaskar Chaudhuri and William Link.
• Say-on-pay (advisory): Approved — For: 34,486,767; Against: 238,014; Abstain: 48,865; Broker non-votes: 3,463,568.
• Auditor ratification: Ernst & Young LLP ratified — For: 38,219,521; Against: 3,651; Abstain: 14,042 (no broker non-votes).

Why It Matters

• Board control and governance: The four Class III directors were re-elected, confirming board composition through 2029; however, one nominee (Dr. Andrew Goldberg) received a relatively large number of withheld votes (8,039,857), which is a concrete indicator of notable shareholder dissent on that race.
• Compensation and oversight: The non-binding say-on-pay vote passed by a large margin, signaling general investor approval of executive pay as disclosed in the proxy.
• Audit continuity: Stockholders overwhelmingly ratified Ernst & Young LLP as auditor for fiscal 2026, avoiding an auditor transition.
  These are formal, non-speculative outcomes reported on the 8-K and are relevant to governance, investor sentiment, and oversight at Tarsus.