Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Stockholders held by Spruce Biosciences, Inc. on May 21, 2026. The meeting was conducted in a virtual format. As of the record date (March 24, 2026), there were 1,372,278 shares of common stock outstanding, with 903,893 shares (approximately 65.86%) present or represented by proxy, establishing a quorum.
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
The following proposals were submitted to a vote of security holders:
- Proposal 1: Election of Class III Directors. All three nominees were elected to serve until the 2029 Annual Meeting.
- Michael Grey: 276,159 votes for; 23,715 votes withheld.
- Camilla V. Simpson, M.Sc.: 191,284 votes for; 108,590 votes withheld.
- Javier Szwarcberg, M.D., MPH: 293,098 votes for; 6,776 votes withheld.
- Proposal 2: Ratification of Independent Auditor. Stockholders ratified the selection of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Votes For: 880,984
- Votes Against: 16,851
- Abstentions: 6,058
- Proposal 3: Advisory Vote on Executive Compensation (Say-on-Pay). Stockholders approved the compensation of Named Executive Officers.
- Votes For: 187,027
- Votes Against: 111,274
- Abstentions: 1,573
- Proposal 4: Frequency of Future Say-on-Pay Votes. Stockholders indicated a preference for an annual advisory vote.
- One Year: 297,804 votes
- Two Years: 1,049 votes
- Three Years: 804 votes
Guidance, Outlook, and Management Commentary
Based on the voting results for Proposal 4, the Company has determined to include a non-binding stockholder advisory vote on executive compensation in its proxy materials every year until the next required frequency vote, which must occur no later than the 2032 Annual Meeting. The filing contains no specific financial guidance, risk factors, or contingencies beyond the standard governance disclosures.
Important Facts for Investor Verification
- Verify the specific compensation details for Named Executive Officers referenced in the definitive proxy statement filed on April 9, 2026, given the significant number of votes against the Say-on-Pay proposal (111,274).
- Confirm the tenure and background of the newly elected Class III directors, particularly Camilla V. Simpson, who received a higher number of withheld votes compared to other nominees.
- Review the upcoming 2026 fiscal year financial statements to be audited by BDO USA, P.C., as no financial data was included in this 8-K.
- Note the high volume of broker non-votes (604,019) on director elections and executive compensation, indicating shares held in street name where brokers lacked discretionary voting authority.