P3 Health Partners Inc. 8-K

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.