Shareholders at Aclaris (NASDAQ: ACRS) back directors, executive pay and PwC

Q: What was the quorum at Aclaris Therapeutics (ACRS) 2026 annual meeting?

Stockholders representing approximately 80.55% of outstanding shares were present or represented by proxy. That was 112,499,671 shares out of 139,663,680 outstanding as of the record date, indicating strong participation in the meeting.

Q: Which directors were elected at Aclaris Therapeutics (ACRS) 2026 annual meeting?

Stockholders elected Anand Mehra, M.D. and Maxine Gowen, Ph.D. as directors. They will serve on the Board of Directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified.

Q: How did Aclaris Therapeutics (ACRS) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the named executive officers’ compensation . The vote totaled 83,370,124 votes for, 9,734,691 against, and 34,378 abstentions, with 19,360,478 broker non-votes recorded on this say-on-pay proposal.

Q: Which auditor did Aclaris Therapeutics (ACRS) shareholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026 . The vote was 112,322,811 for, 159,714 against, and 17,146 abstentions.

Q: What were the vote totals for Aclaris director Anand Mehra at the 2026 meeting?

For director nominee Anand Mehra, M.D. , stockholders cast 83,063,569 votes for and 10,075,624 votes withheld. There were also 19,360,478 broker non-votes recorded on this director election proposal.

Q: What were the vote totals for Aclaris director Maxine Gowen at the 2026 meeting?

For director nominee Maxine Gowen, Ph.D. , stockholders cast 84,209,108 votes for and 8,930,085 votes withheld. As with the other director election, there were 19,360,478 broker non-votes on this proposal.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aclaris Therapeutics, Inc. held its 2026 annual meeting of stockholders on June 4, 2026. Stockholders representing 112,499,671 shares, or approximately 80.55% of the 139,663,680 shares outstanding as of the record date, were present or represented by proxy, providing a strong quorum.

Two directors, Anand Mehra, M.D. and Maxine Gowen, Ph.D., were elected to serve until the 2029 annual meeting. An advisory vote approved the compensation of the company’s named executive officers. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares outstanding at record date: 139,663,680 shares Shares represented at meeting: 112,499,671 shares Quorum percentage: 80.55% +4 more

7 metrics

Shares outstanding at record date 139,663,680 shares Outstanding as of the record date for the 2026 annual meeting

Shares represented at meeting 112,499,671 shares Approximately 80.55% of shares outstanding present or by proxy

Quorum percentage 80.55% Portion of 139,663,680 outstanding shares represented at the meeting

Say-on-pay votes for 83,370,124 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 9,734,691 votes Advisory vote on executive compensation

Auditor ratification votes for 112,322,811 votes Ratification of PricewaterhouseCoopers LLP for fiscal year 2026

Auditor ratification votes against 159,714 votes Vote on selection of independent registered public accounting firm

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, named executive officers

4 terms

broker non-votes financial

"Broker Non-Votes 83,370,124 | 9,734,691 | 34,378 | 19,360,478"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

advisory basis financial

"The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

06/04/2026 - 04:01 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

Aclaris Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37581	46-0571712
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Lee Road, Suite 103

Wayne, PA 19087

(Address of principal executive offices, including zip code)

(484) 324-7933

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock, $0.00001 par value	ACRS	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 4, 2026, Aclaris Therapeutics, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”). Of the 139,663,680 shares outstanding as of the record date, 112,499,671 shares, or approximately 80.55%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: The stockholders elected two nominees to serve as directors on the Board of Directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:


Name		Votes For	Votes Withheld	Broker Non-Votes
Anand Mehra, M.D.		83,063,569	10,075,624	19,360,478
Maxine Gowen, Ph.D.		84,209,108	8,930,085	19,360,478

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:


Votes For	Votes Against	Abstained	Broker Non-Votes
83,370,124	9,734,691	34,378	19,360,478

Proposal No. 3: The stockholders ratified the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:

Votes For		Votes Against		Abstained
112,322,811		159,714		17,146

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		ACLARIS THERAPEUTICS, INC.

	By:	/s/ Kevin Balthaser
Date: June 4, 2026		Kevin Balthaser Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at Aclaris Therapeutics (ACRS) 2026 annual meeting?

Stockholders representing approximately 80.55% of outstanding shares were present or represented by proxy. That was 112,499,671 shares out of 139,663,680 outstanding as of the record date, indicating strong participation in the meeting.

Which directors were elected at Aclaris Therapeutics (ACRS) 2026 annual meeting?

Stockholders elected Anand Mehra, M.D. and Maxine Gowen, Ph.D. as directors. They will serve on the Board of Directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified.

How did Aclaris Therapeutics (ACRS) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the named executive officers’ compensation. The vote totaled 83,370,124 votes for, 9,734,691 against, and 34,378 abstentions, with 19,360,478 broker non-votes recorded on this say-on-pay proposal.

Which auditor did Aclaris Therapeutics (ACRS) shareholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 112,322,811 for, 159,714 against, and 17,146 abstentions.

What were the vote totals for Aclaris director Anand Mehra at the 2026 meeting?

For director nominee Anand Mehra, M.D., stockholders cast 83,063,569 votes for and 10,075,624 votes withheld. There were also 19,360,478 broker non-votes recorded on this director election proposal.

What were the vote totals for Aclaris director Maxine Gowen at the 2026 meeting?

For director nominee Maxine Gowen, Ph.D., stockholders cast 84,209,108 votes for and 8,930,085 votes withheld. As with the other director election, there were 19,360,478 broker non-votes on this proposal.

Filing Exhibits & Attachments

3 documents