重大事件
即時報告
8-K
2026-06-23
Orchestra BioMed年度股東大會五項提案全數通過 投票率達81.9%
AI 繁中摘要
Orchestra BioMed Holdings 提交 8-K 申報，報告 2026 年 6 月 23 日舉行的年度股東大會投票結果。會上共有 49,053,298 股（佔合資格投票股份約 81.9%）出席，股東就五項提案進行表決，全部獲通過。
📌 **提案一：選舉第三類董事**
三位候選人全部當選，任期至 2029 年年會：
- David P. Hochman：39,724,691 票贊成，97,018 票 withheld
- Darren R. Sherman：39,544,240 票贊成，277,469 票 withheld
- Eric S. Fain：37,810,358 票贊成，2,011,351 票 withheld
（三項均有 9,231,589 票為經紀人非投票）
📌 **提案二：批准聘任 Ernst & Young LLP 為 2026 財年核數師**
- 贊成：49,039,578
- 反對：13,692
- 棄權：28
（無經紀人非投票）
📌 **提案三：批准 2026 年員工股票購買計劃（ESPP）**
- 贊成：39,639,592
- 反對：150,243
- 棄權：31,874
- 經紀人非投票：9,231,589
📌 **提案四：就指定高層管理人員薪酬進行諮詢投票（Say-on-Pay）**
- 贊成：37,975,986
- 反對：1,778,200
- 棄權：67,523
- 經紀人非投票：9,231,589
📌 **提案五：諮詢投票決定未來薪酬投票頻率**
- 「1年」：38,995,022 票
- 「2年」：25,675 票
- 「3年」：791,227 票
- 棄權：9,785 票
股東傾向每年一次，公司將按此安排，直至 2032 年下一次頻率投票。
📊 **對投資者的潛在影響**
所有提案均獲通過，反映股東對現任董事會、核數師及高層薪酬政策的高度支持。特別是 ESPP 及 Say-on-Pay 的通過，顯示投資者認同公司現行的股權激勵機制。沒有出現重大反對票，管理層的治理方向獲得背書，短期內不預見因股東行動而出現的波動風險。
展開英文正文
false 0001814114 0001814114 2026-06-23 2026-06-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2026 ORCHESTRA BIOMED HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39421 (Commission File Number) 92-2038755 (IRS Employer Identification No.) 150 Union Square Drive New Hope, Pennsylvania 18938 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (215) 862-5797 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share OBIO The Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 5.07. Submission of Matters to a Vote of Security Holders. On June 23, 2026, Orchestra BioMed Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 59,880,715 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were entitled to vote as of April 28, 2026, the record date for the Annual Meeting. There were 49,053,298 shares of Common Stock represented at the Annual Meeting, at which the Company’s stockholders were asked to vote on five proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”). Set forth below are the matters acted upon by the Company’s stockholders, and the final voting results of each such proposal. Proposal No. 1: Election of Directors Votes regarding the election of the three Class III director nominees were as follows: Director Name Votes For Votes Withheld Broker Non-Votes David P. Hochman 39,724,691 97,018 9,231,589 Darren R. Sherman 39,544,240 277,469 9,231,589 Eric S. Fain 37,810,358 2,011,351 9,231,589 Based on the votes set forth above, the Company’s stockholders elected each of the three nominees set forth above to serve as a Class III director of the Company until the Company’s 2029 annual meeting of stockholders and until such director’s respective successor is duly elected and qualified. Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”), received the following votes: Votes For Votes Against Abstentions Broker Non-Votes 49,039,578 13,692 28 - Based on the votes set forth above, the Auditor Ratification Proposal was approved. Proposal No. 3: Approval of the Orchestra BioMed Holdings, Inc. 2026 Employee Stock Purchase Plan The proposal to approve the Orchestra BioMed Holdings, Inc. 2026 Equity Incentive Plan (the “ESPP Proposal”) received the following votes: Votes For Votes Against Abstentions Broker Non-Votes 39,639,592 150,243 31,874 9,231,589 Based on the votes set forth above, the ESPP Proposal was approved. Proposal No. 4: Advisory, Non-Binding Vote on the Compensation of the Company’s Named Executive Officers The advisory (non-binding) vote on the compensation of the Company’s named executive officers (the “NEOs”), as set forth in the Proxy Statement, received the following votes: Votes For Votes Against Abstentions Broker Non-Votes 37,975,986 1,778,200 67,523 9,231,589 Based on the votes set forth above, the Company’s stockholders approved, on an advisory basis, the compensation of the NEOs. Proposal No. 5: Advisory, Non-Binding Vote on the Frequency of the Vote on the Compensation of the Company’s NEOs The advisory (non-binding) vote on frequency of votes on the compensation of the NEOs at either 1 year, 2 years or 3 years, as set forth in the Proxy Statement, received the following votes: 1 Year 2 Years 3 Years Abstain 38,995,022 25,675 791,227 9,785 Stockholders indicated, on an advisory basis, that they preferred that there be an advisory vote on the compensation of the NEOs every “1 Year”. In light of the recommendation of the board of directors of the Company that future “say-on-pay” votes occur every “1 Year” and the results of the stockholder vote on Proposal No. 5, the Company intends to submit to its stockholders a non-binding advisory vote on the compensation of the NEOs at every annual meeting of stockholders until the next required advisory vote on the frequency of stockholder votes on the compensation of the NEOs, which is expected to occur in 2032. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ORCHESTRA BIOMED HOLDINGS, INC. By: /s/ Andrew Taylor Name: Andrew Taylor Title: Chief Financial Officer Date: June 23, 2026