Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Stockholders held by LeonaBio, Inc. on June 22, 2026. The company is incorporated in Delaware and its common stock trades on The Nasdaq Capital Market under the symbol LONA. As of the record date (May 1, 2026), there were 9,393,514 shares of common stock outstanding.
Key Financial Metrics
This filing is a current report regarding corporate governance and voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial performance details.
Material Changes and Voting Results
A quorum was established with 7,908,604 shares present or represented by proxy (approximately 84.19% of entitled shares). The following proposals were voted upon:
- Proposal 1 (Election of Class III Directors): All three nominees were elected.
- Kelly A. Romano: 4,722,901 For; 630,132 Withhold.
- James A. Johnson: 5,331,531 For; 21,502 Withhold.
- Natalie Holles: 5,338,727 For; 14,306 Withhold.
- 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.
- For: 7,824,681
- Against: 10,708
- Abstain: 73,215
- Proposal 3 (Advisory Vote on Executive Compensation): Stockholders approved the compensation of Named Executive Officers.
- For: 5,310,614
- Against: 24,139
- Abstain: 18,280
- Proposal 4 (Frequency of Say-on-Pay Votes): Stockholders indicated a preference for holding advisory votes on executive compensation every 3 years.
- 3 Years: 3,052,542 votes
- 1 Year: 2,288,358 votes
- 2 Years: 7,909 votes
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. The document strictly reports the certified voting results of the Annual Meeting.
Key Facts for Investor Verification
- Verify the 84.19% shareholder participation rate to assess engagement levels.
- Note the significant number of Broker Non-Votes (2,555,571) on Proposals 1, 3, and 4, indicating shares held in street name where brokers lacked discretionary voting power.
- Confirm the 3-year frequency for future say-on-pay votes as determined by the majority vote.
- Review the definitive proxy statement filed on May 11, 2026, for detailed biographies of the newly elected directors and the rationale behind the auditor ratification.