Arcutis shareholders approve 2026 director slate and pay

Arcutis Biotherapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 5, 2026.

Rhea-AI Filing Summary

Arcutis Biotherapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 5, 2026. Stockholders of record as of April 8, 2026, when 125,073,249 common shares were outstanding, were entitled to vote.

All three proposals were approved. Three Class III directors were elected to serve until the 2029 annual meeting, with support ranging from about 62.8 million to 75.8 million votes for each nominee, plus broker non-votes. Stockholders also ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers with about 88.7 million votes for, 3.7 million against, and 0.8 million abstentions. The Board also approved revisions to the Amended and Restated Non-Employee Director Compensation Program, effective as of the Annual Meeting, updating cash and equity compensation for non-employee directors.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 125,073,249 shares Votes for auditor ratification: 107,867,442 votes Executive pay advisory approval: 88,728,269 votes for +3 more

6 metrics

Shares entitled to vote 125,073,249 shares Common stock outstanding as of April 8, 2026 record date

Votes for auditor ratification 107,867,442 votes For Ernst & Young LLP as 2026 independent auditor

Executive pay advisory approval 88,728,269 votes for Non-binding advisory vote on named executive officer compensation

Director vote – Watanabe 75,771,853 votes for Election of Class III director Todd Franklin Watanabe

Director vote – Krishnamohan 74,956,903 votes for Election of Class III director Neha Krishnamohan

Director vote – Heron 62,830,439 votes for Election of Class III director Patrick J. Heron

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, Amended and Restated Non-Employee Director Compensation Program, +1 more

5 terms

broker non-votes financial

"Nominee | Votes for | Votes withheld | 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.

non-binding advisory basis financial

"Approval, on a non-binding advisory basis of the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"Ernst & Young LLP, as the independent registered public accounting firm of the Company"

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.

Amended and Restated Non-Employee Director Compensation Program financial

"revisions to the Arcutis Biotherapeutics, Inc. Amended and Restated Non-Employee Director Compensation Program"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What did Arcutis Biotherapeutics (ARQT) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class III directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving, on a non-binding advisory basis, compensation for named executive officers. All three proposals received sufficient support and were approved at the meeting.

How many Arcutis (ARQT) shares were entitled to vote at the 2026 annual meeting?

As of the April 8, 2026 record date, 125,073,249 shares of Arcutis common stock were outstanding and entitled to vote. Only holders of these shares as of that date could participate in the 2026 Annual Meeting voting process.

Were all Arcutis Biotherapeutics (ARQT) director nominees elected in 2026?

Yes. All three Class III director nominees—Patrick J. Heron, Neha Krishnamohan, and Todd Franklin Watanabe—were elected to serve until the 2029 annual meeting or until successors are chosen. Each nominee received tens of millions of votes in favor, plus broker non-votes.

Did Arcutis (ARQT) stockholders approve executive compensation on an advisory basis?

Yes. Stockholders approved the compensation of Arcutis’ named executive officers on a non-binding advisory basis, with 88,728,269 votes for, 3,723,408 against, and 824,860 abstentions, along with 14,868,017 broker non-votes recorded on this proposal.

Which auditor did Arcutis Biotherapeutics (ARQT) ratify for fiscal year 2026?

Stockholders ratified the selection of Ernst & Young LLP as Arcutis’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 107,867,442 votes for, 15,748 against, and 261,364 abstentions recorded on the proposal.

What change did Arcutis (ARQT) make to non-employee director compensation in 2026?

The Board approved revisions to the Amended and Restated Non-Employee Director Compensation Program, effective as of the Annual Meeting. The program provides annual cash and equity compensation for eligible non-employee directors, with detailed terms set out in Exhibit 10.1 to the report.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/09/2026 - 04:05 PM EDT Learn about SEC filing dates

FALSE000178730600017873062026-06-052026-06-05

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 5, 2026

___________________________________________

ARCUTIS BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

___________________________________________

Delaware			001-39186			81-2974255
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

3027 Townsgate Road, Suite 300

Westlake Village, CA 91361

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (805) 418-5006

___________________________________________

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 Instructions 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

ARQT

The Nasdaq Global Select Market

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 5, 2026, Arcutis Biotherapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on 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 21, 2026. Only stockholders of record as of the close of business on April 8, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 125,073,249 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. All matters voted on at the Annual Meeting were approved. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of three Class III directors to hold office until the 2029 annual meeting of stockholders or until their respective successors are elected:

Nominee						Votes for						Votes withheld						Broker Non-Votes
Patrick J. Heron						62,830,439						30,446,098						14,868,017
Neha Krishnamohan						74,956,903						18,319,634						14,868,017
Todd Franklin Watanabe						75,771,853						17,504,684						14,868,017

Proposal 2. The ratification of the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026:

Votes for						Votes against						Abstentions
107,867,442						15,748						261,364

Proposal 3. Approval, on a non-binding advisory basis of the compensation of the Company’s named executive officers:

Votes for						Votes against						Abstentions						Broker Non-Votes
88,728,269						3,723,408						824,860						14,868,017

Item 8.01    Other Events

As part of a regular review of the corporate governance practices of the Company and in an effort to continue to attract and retain qualified members of the Company’s Board of Directors (the “Board”), which includes compensating eligible non-employee directors appropriately for their services, the Compensation Committee of the Board recommended to the Board, and the Board approved, revisions to the Arcutis Biotherapeutics, Inc. Amended and Restated Non-Employee Director Compensation Program (the “A&R Program”), which provides annual cash and equity compensation on the terms and conditions contained therein. The A&R Program became effective as of the Annual Meeting.

The foregoing description of the A&R Program is only a summary and is qualified in its entirety by the full text of the A&R Program, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
10.1						Amended and Restated Non-Employee Director Compensation Program
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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

						ARCUTIS BIOTHERAPEUTICS, INC.
Date:			June 09, 2026			By:			/s/ Latha Vairavan
									Latha Vairavan Chief Financial Officer

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 34.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB