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8-KAccepted Jun 9, 5:54 PM ET

P3 Health Partners Inc. Reports 2026 Annual Meeting Voting Results

PIIIP3 Health Partners Inc.

Accepted (ET)

5:54 PM

Jun 9, 2026

Filed

Jun 10, 2026

Documents

13

Size

682.0 KB

Summary

P3 Health Partners Inc. Reports 2026 Annual Meeting Voting Results

Updated

What Happened
P3 Health Partners Inc. (PIII) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders of Class A and Class V shares as of the April 10, 2026 record date were entitled to one vote per share. The company elected three Class II directors — Amir Bacchus, M.D.; Mark Thierer; and Lawrence B. Leisure — and stockholders approved the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, an advisory vote on executive compensation, and a Nasdaq-related approval to permit issuance of up to 3,341,130 Class A shares upon exercise of warrants held by VBC Growth SPV 5, LLC.

Key Details

  • Director election vote totals:
    • Amir Bacchus, M.D.: For 4,067,100; Withheld 32,162; Broker non-votes 425,510.
    • Mark Thierer: For 4,081,573; Withheld 17,689; Broker non-votes 425,510.
    • Lawrence B. Leisure: For 3,980,136; Withheld 119,126; Broker non-votes 425,510.
  • Proposal votes:
    • Ratify BDO USA, P.C. as auditor: For 4,484,963; Against 39,585; Abstained 224.
    • Advisory approval of named executive officer compensation: For 4,084,583; Against 9,786; Abstained 4,893; Broker non-votes 425,510.
    • Approve issuance (Nasdaq Rule 5635(d)) of up to 3,341,130 Class A shares upon exercise of warrants held by VBC Growth SPV 5, LLC: For 4,064,690; Against 34,515; Abstained 574; Broker non-votes 25,510.

Why It Matters
The meeting results confirm management and governance continuity with the re-election of three Class II directors and ratification of the independent auditor for 2026. The advisory approval of executive compensation signals shareholder support for pay practices (non-binding). The Nasdaq-rule approval clears the way for potential issuance of up to 3,341,130 Class A shares if the referenced warrants are exercised, which is a key corporate action investors should note because it could result in future share issuance.

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