Alpha Cognition (NASDAQ: ACOG) names new chair and ratifies auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Alpha Cognition Inc. reported results from its 2026 annual meeting and a board leadership change. The board appointed Dr. Robert Wills as non-executive Chair, filling the vacancy created when Len Mertz did not stand for re-election.
As of the April 24, 2026 record date, 21,774,104 common shares and 316,655 preferred shares were issued, outstanding and entitled to vote. At the meeting, 10,535,277 shares were represented in person or by proxy, establishing a quorum. Shareholders approved setting the board size at six directors, elected all six nominees, and ratified CBIZ CPAs P.C. as the company’s independent registered public accounting firm for the ensuing year.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Voting-eligible common shares: 21,774,104 shares
Voting-eligible preferred shares: 316,655 shares
Shares represented at meeting: 10,535,277 shares
+3 more
6 metrics
Voting-eligible common shares
21,774,104 shares
Common stock issued, outstanding and entitled to vote as of April 24, 2026
Voting-eligible preferred shares
316,655 shares
Preferred shares issued, outstanding and entitled to vote as of April 24, 2026
Shares represented at meeting
10,535,277 shares
Shares represented in person or by proxy at the 2026 annual meeting
Votes for board size of six
10,516,942 votes
Proposal to set number of directors at six
Highest director support
6,412,233 votes for
Election of Robert Wills as director
Auditor ratification support
10,000,365 votes for
Ratification of CBIZ CPAs P.C. as auditor
Key Terms
non-executive Chair, quorum, broker non votes, independent registered public accounting firm, +1 more
5 terms
non-executive Chair financial
"the Board appointed Dr. Robert Wills as non-executive Chair of the Board"
quorum regulatory
"10,535,277 shares of common stock and preferred shares...were represented...therefore, a quorum was present"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non votes regulatory
"Votes For...Abstentions...Broker Non Votes"
independent registered public accounting firm financial
"ratification of the independent registered public accounting firm was approved"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
record date regulatory
"As of the record date, April 24, 2026, there were a total of 21,774,104 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
FAQ
What board leadership change did Alpha Cognition Inc. (ACOG) announce?
Alpha Cognition’s board appointed Dr. Robert Wills as non-executive Chair following the 2026 annual meeting. He fills the vacancy left by Len Mertz, who did not stand for re-election as a director at the meeting.
What was approved regarding the size of Alpha Cognition’s (ACOG) board of directors?
Shareholders approved setting the board size at six directors, with 10,516,942 votes for, 11,980 against, and 6,355 abstentions. This formalizes the number of directors that will constitute the board going forward.
Were all Alpha Cognition (ACOG) director nominees elected at the 2026 meeting?
Yes. All six nominees, including Michael McFadden, Kenneth Cawkell, Rajeev “Rob” Bakshi, Phillip Mertz, Robert Wills, and Bethany Sensenig, received enough votes to be elected as directors for the company.