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ADMA Biologics (ADMA) investors elect directors, ratify KPMG and approve Say-on-Pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ADMA Biologics, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held on June 2, 2026. As of the April 8, 2026 record date, 232,324,283 common shares were outstanding, and 199,267,547 shares were represented virtually or by proxy, constituting a quorum.

Stockholders elected Class I directors Alison C. Finger and Eduardo Rene Salas. Finger received 156,849,830 votes for and 19,376,842 votes withheld, with 23,040,875 broker non-votes. Salas received 171,947,523 votes for and 4,279,149 votes withheld, with the same broker non-votes.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 198,655,040 votes for, 329,056 against, and 283,451 abstentions. On a non-binding advisory basis, the Say-on-Pay proposal for named executive officer compensation was approved, receiving 168,169,866 votes for, 7,730,690 against, 326,116 abstentions, and 23,040,875 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Shares outstanding on record date 232,324,283 shares Common stock outstanding and entitled to vote as of April 8, 2026
Shares represented at meeting 199,267,547 shares Shares represented virtually or by proxy at 2026 Annual Meeting
Votes for Alison C. Finger 156,849,830 votes For votes in Class I director election, plus 19,376,842 withheld
Votes for Eduardo Rene Salas 171,947,523 votes For votes in Class I director election, plus 4,279,149 withheld
Votes for KPMG ratification 198,655,040 votes For ratifying KPMG LLP as independent auditor, vs. 329,056 against
Votes for Say-on-Pay 168,169,866 votes For non-binding advisory approval of executive compensation
Say-on-Pay proposal financial
"the Say-on-Pay proposal was approved"
independent registered public accounting firm financial
"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.
broker non-votes financial
"Broker Non-Votes Alison C. Finger ... 23,040,875"
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.
quorum financial
"were represented virtually or by proxy at the Annual Meeting, constituting a quorum"
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.
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Understanding 8-K Material Events →
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 2, 2026

ADMA BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-36728
56-2590442
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

465 State Route 17, Ramsey, New Jersey
07446
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (201) 478-5552

 
(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 (see General Instruction A.2. below):

☐
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, par value $0.0001 per share
ADMA
Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

ADMA Biologics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 2, 2026. At the Annual Meeting, the following matters were submitted to a vote of stockholders:


 1.
The election of two nominees to serve as Class I directors until the Company’s 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, or such director’s earlier resignation, removal or death;


2.
The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and


3.
The approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”).

At the close of business on April 8, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 232,324,283 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The holders of 199,267,547 shares of the Company’s common stock, $0.0001 par value per share, were represented virtually or by proxy at the Annual Meeting, constituting a quorum.

At the Annual Meeting, (i) the two Class I directors were elected, (ii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, and (iii) the Say-on-Pay proposal was approved.

Proposal No. 1 — Election of the Class I Directors
 
The vote with respect to the election of each of the directors was as follows:

Nominee
For
Withheld
Broker Non-Votes
Alison C. Finger
156,849,830
19,376,842
23,040,875
Eduardo Rene Salas
171,947,523
Shares
4,279,149
Shares

23,040,875
Shares

Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm
 
The vote with respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was as follows:

For
Against
Abstain
198,655,040
Shares

329,056
Shares

283,451
Shares

Proposal No. 3 — Approval of the Say-on-Pay Proposal
 
The vote with respect to the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers was as follows:

For
Against
Abstain
Broker Non-Votes
168,169,866
Shares

7,730,690
Shares

326,116
Shares

23,040,875
Shares

SIGNATURE

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.

June 2, 2026
ADMA Biologics, Inc.



By:
/s/ Adam S. Grossman


Name:
Adam S. Grossman


Title:
President and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What was the main outcome of ADMA (ADMA) 2026 annual meeting?

ADMA Biologics’ 2026 annual meeting approved all key items: two Class I directors were elected, KPMG LLP was ratified as auditor for 2026, and the Say-on-Pay executive compensation proposal passed on an advisory basis, reflecting stockholder support for current governance and pay practices.

How many ADMA (ADMA) shares were eligible and represented for the 2026 vote?

On April 8, 2026, ADMA Biologics had 232,324,283 common shares outstanding and entitled to vote. At the meeting, holders of 199,267,547 shares were represented virtually or by proxy, meaning a quorum was present and the voting results are valid under corporate rules.

Were ADMA (ADMA) Class I director nominees elected at the 2026 meeting?

Yes. Alison C. Finger received 156,849,830 votes for and 19,376,842 withheld, while Eduardo Rene Salas received 171,947,523 votes for and 4,279,149 withheld. Both had 23,040,875 broker non-votes, and each secured sufficient support to be elected as Class I directors.

Did ADMA (ADMA) stockholders ratify KPMG LLP as 2026 auditor?

Yes. Stockholders ratified KPMG LLP as ADMA Biologics’ independent registered public accounting firm for the year ending December 31, 2026, with 198,655,040 votes for, 329,056 against, and 283,451 abstaining, indicating broad support for continuing the existing audit relationship.

How did ADMA (ADMA) stockholders vote on Say-on-Pay in 2026?

ADMA Biologics’ Say-on-Pay proposal gained approval on a non-binding, advisory basis, with 168,169,866 votes for, 7,730,690 against, 326,116 abstentions, and 23,040,875 broker non-votes. This result signals shareholder backing of the company’s named executive officer compensation structure.

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