Form 8-K CervoMed Inc. For: Jun 08
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
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Item 5.07 Submission of Matters to a Vote of Security Holders
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of CervoMed Inc. (the “Company” or “we”) was held on June 8, 2026. Stockholders of record at the close of business on April 17, 2026 (the “Record Date”), were entitled to vote at the Annual Meeting and, as of the Record Date, there were 9,258,719 shares of the Company’s common stock outstanding. At the Annual Meeting, the holders of 6,218,593 shares were present, virtually or by proxy, representing approximately 67.2% of the shares outstanding as of the Record Date and, accordingly, a quorum was present at the Annual Meeting.
The matters submitted to the Company’s stockholders and voted upon at the meeting, which are more fully described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), as well as the results of each such vote were as follows:
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| (1) | Proposal No. 1 – To elect eight persons to serve as directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are elected and qualified. |
The election of each nominee pursuant to Proposal No. 1 required the affirmative vote of a plurality of the votes present and entitled to vote at the Annual Meeting and, accordingly, each nominee received the requisite number of votes for election at the Annual Meeting.
| | For | | | Withheld | | | Broker Non-Votes | |
John Alam, MD | | 3,155,846 | | | 29,174 | | | 3,033,573 | |
Joshua S. Boger, PhD | | 3,141,298 | | | 43,722 | | | 3,033,573 | |
Sylvie Grégoire, PharmD | | 3,153,199 | | | 31,821 | | | 3,033,573 | |
Jane H. Hollingsworth, JD | | 3,126,987 | | | 58,033 | | | 3,033,573 | |
Jeffrey V. Poulton | | 3,154,178 | | | 30,842 | | | 3,033,573 | |
David Quigley | | 3,153,944 | | | 31,076 | | | 3,033,573 | |
Marwan Sabbagh, MD | | 3,154,321 | | | 30,699 | | | 3,033,573 | |
Frank Zavrl | | 3,153,967 | | | 31,053 | | | 3,033,573 | |
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| (2) | Proposal No. 2 – To ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. |
The approval of Proposal No. 2 required the affirmative vote of a majority of the votes present and entitled to vote at the Annual Meeting and, accordingly, Proposal No. 2 received the requisite number of votes for approval at the Annual Meeting.
For | Against | Abstain |
6,092,751 | 21,433 | 104,409 |
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| (3) | Proposal No. 3 – To approve, on an advisory basis, the compensation of the Company’s named executive officers during the year ended December 31, 2024, as disclosed in the Proxy Statement. |
The approval of Proposal No. 3 required the affirmative vote of a majority of the votes present and entitled to vote at the Annual Meeting and, accordingly, Proposal No. 3 received the requisite number of votes for approval at the Annual Meeting.
For | Against | Abstain | Broker Non-Votes |
3,073,013 | 104,221 | 7,786 | 3,033,573 |
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| (4) | Proposal No. 4 – To approve Amendment No. 1 to the CervoMed Inc. 2025 Equity Incentive Plan. |
The approval of Proposal No. 4 required the affirmative vote of a majority of the votes present and entitled to vote at the Annual Meeting and, accordingly, Proposal No. 4 received the requisite number of votes for approval at the Annual Meeting.
For | Against | Abstain | Broker Non-Votes |
3,044,744 | 132,860 | 7,416 | 3,033,573 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 9, 2026 | CervoMed Inc. | ||
By: | /s/ William Elder | ||
Name: | William Elder | ||
Title: | Chief Financial Officer & General Counsel | ||
ATTACHMENTS / EXHIBITS
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