Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Stockholders held by Carlsmed, Inc. on June 3, 2026. The company is incorporated in Delaware and its common stock trades on The Nasdaq Stock Market LLC under the symbol CARL.
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 voting results.
Material Changes and Voting Results
Stockholders voted on two proposals at the Annual Meeting:
- Proposal 1 (Election of Directors): Stockholders elected two Class I directors to serve until the 2029 annual meeting.
- Niall Casey: 19,627,716 votes For; 1,352,117 votes Withheld; 4,628,080 Broker Non-Votes.
- Philip Young: 19,510,686 votes For; 1,469,147 votes Withheld; 4,628,080 Broker Non-Votes.
- Proposal 2 (Ratification of Auditors): Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Votes For: 25,571,065
- Votes Against: 5,858
- Abstentions: 30,990
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the definitive proxy statement on Schedule 14A filed on April 22, 2026, for detailed background on the director nominees and auditor ratification.
- Confirm the total number of shares outstanding and voting rights to contextualize the vote totals provided.
- Review subsequent filings for the company's financial performance, as this 8-K contains no financial data.