Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Meeting of Stockholders for Decoy Therapeutics Inc., held on July 14, 2026. The record date for the meeting was May 22, 2026, with 531,968 shares of common stock issued and outstanding entitled to vote.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes rather than financial performance.
Material Changes and Voting Results
A quorum was established with 225,548 shares (42.4%) present in person or by proxy. Stockholders voted on three proposals with the following results:
- Proposal 1 (Election of Directors): All three Class II nominees (Patricia Gauthier, Jonathan Lieber, and Frederick E. Pierce) were elected. Each received approximately 22,690 to 23,204 votes "For" and 4,110 to 4,624 votes "Against."
- Proposal 2 (Executive Compensation): The non-binding advisory vote on executive compensation was approved with 21,278 votes "For" and 5,041 votes "Against."
- Proposal 3 (Auditor Ratification): The appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified with 214,341 votes "For" and 9,584 votes "Against."
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on business outlook, specific risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Key Facts for Investor Verification
- Verify the total number of shares outstanding (531,968) and the percentage of shares represented at the meeting (42.4%).
- Confirm the successful re-election of the three Class II directors and the specific vote counts for each nominee.
- Note the significant disparity in vote totals between the director election and the auditor ratification, likely due to broker non-votes on the director proposal.
- Confirm that Ernst & Young LLP has been ratified as the auditor for the fiscal year ending December 31, 2026.