Amphastar investors back board, auditor and pay plan

Amphastar Pharmaceuticals, Inc. reported results from its annual stockholder meeting.

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Form Type

8-K

Rhea-AI Filing Summary

Amphastar Pharmaceuticals, Inc. reported results from its annual stockholder meeting. Stockholders elected three directors — David Gaugh, William J. Peters, and Jacob Liawatidewi — to serve until the 2029 annual meeting. They also ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

Stockholders approved, on a non-binding basis, the compensation of the company’s named executive officers. In a separate advisory vote, stockholders indicated a preference for holding say‑on‑pay votes every year, and the board decided to schedule future advisory votes on executive compensation annually, with the next required frequency vote to occur no later than the 2032 annual meeting.

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

Votes for David Gaugh: 35,242,863 shares Votes for William J. Peters: 23,652,131 shares Votes for Jacob Liawatidewi: 23,224,791 shares +3 more

6 metrics

Votes for David Gaugh 35,242,863 shares Election of director at annual meeting

Votes for William J. Peters 23,652,131 shares Election of director at annual meeting

Votes for Jacob Liawatidewi 23,224,791 shares Election of director at annual meeting

Auditor ratification ‘For’ votes 39,179,786 shares Ratification of Ernst & Young LLP for 2026

Say-on-pay ‘For’ votes 32,585,908 shares Advisory vote on named executive officer compensation

1-year frequency votes 33,816,071 shares Advisory vote on frequency of say-on-pay

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, non-binding basis

4 terms

broker non-votes financial

"Nominee | For | Against | Abstained | Broker Non-votes"

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

"appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

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 vote financial

"Advisory Vote on the Compensation of our Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

non-binding basis financial

"The stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Amphastar (AMPH) stockholders decide at the latest annual meeting?

Amphastar stockholders elected three directors, ratified Ernst & Young LLP as auditor, approved executive pay, and chose annual say‑on‑pay votes. These decisions keep the board composition, auditor relationship, and compensation framework in place while setting an annual schedule for future advisory pay votes.

Which directors were elected to Amphastar (AMPH)’s board and for how long?

Stockholders elected David Gaugh, William J. Peters, and Jacob Liawatidewi as directors to serve until the 2029 annual meeting. Each will serve until that meeting and until a successor is elected and qualified, or earlier death, resignation, or removal.

Did Amphastar (AMPH) stockholders ratify the company’s independent auditor?

Yes. Stockholders ratified Ernst & Young LLP as Amphastar’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 39,179,786 shares for, 684,828 against, and 52,356 abstentions, with no broker non‑votes reported.

How did Amphastar (AMPH) investors vote on executive compensation (say-on-pay)?

Stockholders approved the compensation of Amphastar’s named executive officers on a non-binding advisory basis. The vote was 32,585,908 shares for, 2,779,281 against, and 111,803 abstentions, with 4,439,978 broker non‑votes, indicating support for the current pay program.

What say-on-pay vote frequency did Amphastar (AMPH) stockholders prefer?

Stockholders favored holding advisory votes on executive compensation every year. The 1‑year option received 33,816,071 votes, compared with 12,329 for 2 years and 1,624,016 for 3 years. The board will therefore conduct annual advisory pay votes going forward.

When will Amphastar (AMPH) next hold a vote on say-on-pay frequency?

The next required advisory vote on the frequency of stockholder advisory votes on compensation will occur no later than the 2032 annual meeting. Until then, the board has determined the company will hold these advisory say‑on‑pay votes every year.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 04:15 PM EDT

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 1, 2026

Amphastar Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)



Delaware	001-36509	33-0702205
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


11570 6^th Street
Rancho Cucamonga, CA		91730
(Address of principal executive offices)		(zip code)

(909) 980-9484

(Registrant’s telephone number, including area code)

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, par value $0.0001 per share	AMPH	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.

The stockholders of the Company voted on the following items at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the SEC on April 13, 2026:

To elect three Class I directors to serve until the Company’s 2029 annual meeting of stockholders and until each such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal;

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026;

To approve, on an advisory basis, the compensation of the Company’s named executive officers; and

To approve, on an advisory basis, the frequency of future stockholder advisory votes on the Company’s named executive officer compensation.

The voting results for the proposals are detailed below.

1. Election of Directors


Nominee	For	Against	Abstained	Broker Non-votes
David Gaugh	35,242,863	209,084	25,045	4,439,978
William J. Peters	23,652,131	11,785,772	39,089	4,439,978
Jacob Liawatidewi	23,224,791	12,212,988	39,213	4,439,978

Each director nominee was duly elected to serve until the 2029 annual meeting of stockholders and until his or her successor is duly elected and qualified or until such director’s earlier death, resignation or removal.

2. Ratification of Appointment of Independent Registered Public Accounting Firm


For	Against	Abstained	Broker Non-votes
39,179,786	684,828	52,356	N/A

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. Advisory Vote on the Compensation of our Named Executive Officers


For	Against	Abstained	Broker Non-votes
32,585,908	2,779,281	111,803	4,439,978

The stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers.

4. Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Named Executive Officer Compensation


1 Year	2 Years	3 Years	Abstained	Broker Non-votes
33,816,071	12,329	1,624,016	24,576	4,439,978

The stockholders approved, on a non-binding advisory basis, that they were in favor of one year as the frequency of holding stockholder advisory votes on the compensation of the Company’s named executive officers. In accordance with the voting results for this proposal, the board of directors of the Company has determined that the Company will hold future stockholder advisory votes on the compensation of the Company’s named executive officers every year. The next required advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2032 annual meeting of stockholders.

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.


	AMPHASTAR PHARMACEUTICALS, INC.
Date: June 3, 2026
	By: /s/ William J. Peters

	William J. Peters
	Chief Financial Officer and Executive Vice President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents