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Atea Pharmaceuticals (NASDAQ: AVIR) reports 2026 annual meeting and vote outcomes

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

Rhea-AI Filing Summary

Atea Pharmaceuticals reported results from its 2026 annual stockholder meeting. A total of 59,742,819 shares of common stock were represented, about 74.65% of shares outstanding as of the April 24, 2026 record date, indicating strong participation.

Stockholders elected three Class III directors—Jerome Adams, MD, MPH, Howard Berman, PhD, and Barbara Duncan—to serve until the 2029 annual meeting and until their successors are elected and qualified. They also ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the executive compensation program for the company’s named executive officers.

Positive

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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 represented 59,742,819 shares Common stock represented at 2026 annual meeting
Participation rate 74.65% Percentage of common stock outstanding as of April 24, 2026 record date
Auditor ratification votes for 58,894,207 votes Votes for KPMG LLP as 2026 independent registered public accounting firm
Auditor ratification votes against 783,081 votes Votes against KPMG LLP ratification
Say-on-pay votes for 47,452,759 votes Votes for advisory approval of named executive officer compensation
Say-on-pay votes against 2,977,290 votes Votes against advisory executive compensation proposal
broker non-vote financial
"FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE 58,894,207 | | 783,081 | | 65,531 | | 0"
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.
independent registered public accounting firm financial
"Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 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 (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers."
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Understanding 8-K Material Events →
false 0001593899 0001593899 2026-06-18 2026-06-18
 
 

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 18, 2026

 

 

Atea Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39661   46-0574869

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

225 Franklin Street

Suite 2100

Boston, MA 02110

(Address of principal executive offices) (Zip Code)

(857) 284-8891

(Registrant’s telephone number, include 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, $0.001 par value per share   AVIR   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 18, 2026, Atea Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of a total of 59,742,819 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 74.65% of the Company’s common stock outstanding as of the April 24, 2026 record date.

Below are the final voting results certified by Broadridge Financial Solutions, Inc., the inspector of election, for the proposals considered and voted upon at the Annual Meeting. Each of these proposals were described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2026.

Proposal 1 — Election of three Class III Directors to serve until the 2029 annual meeting of stockholders, and until their respective successors have been duly elected and qualified.

 

   

FOR

  

WITHHOLD

 

BROKER

NON-VOTE

Jerome Adams, MD, MPH

   28,798,012   22,275,665   8,669,142

Howard Berman, PhD

   44,466,627   6,607,050   8,669,142

Barbara Duncan

   43,697,098   7,376,579   8,669,142

Proposal 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER

NON-VOTE

58,894,207

   783,081   65,531   0

Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER

NON-VOTE

47,452,759

   2,977,290   643,628   8,669,142

Based upon the foregoing votes, Dr. Jerome Adams, Dr. Howard Berman and Barbara Duncan were elected as Class III directors and Proposals 2 and 3 were approved.

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.

 

    ATEA PHARMACEUTICALS, INC.
Date: June 22, 2026     By:  

/s/ Andrea Corcoran

      Andrea Corcoran
      Chief Financial Officer and Executive Vice President, Legal and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What was approved at Atea Pharmaceuticals (AVIR) 2026 annual meeting?

Stockholders elected three Class III directors, ratified KPMG LLP as the independent registered public accounting firm for 2026, and approved on an advisory basis the compensation of Atea Pharmaceuticals’ named executive officers, confirming support for the company’s current board composition, auditor, and pay practices.

How many Atea Pharmaceuticals (AVIR) shares were represented at the 2026 meeting?

A total of 59,742,819 shares of Atea Pharmaceuticals common stock were represented in person or by proxy, equal to approximately 74.65% of shares outstanding as of the April 24, 2026 record date, showing a relatively high level of shareholder participation in the meeting.

Who was elected as Class III directors of Atea Pharmaceuticals (AVIR) in 2026?

Stockholders elected Jerome Adams, MD, MPH, Howard Berman, PhD, and Barbara Duncan as Class III directors. They will serve until the 2029 annual meeting of stockholders and continue until their respective successors have been duly elected and qualified under the company’s classified board structure.

Did Atea Pharmaceuticals (AVIR) ratify KPMG as auditor for 2026?

Yes. Stockholders ratified the appointment of KPMG LLP as Atea Pharmaceuticals’ independent registered public accounting firm for the year ending December 31, 2026, with 58,894,207 votes for, 783,081 votes against, 65,531 abstentions, and no broker non-votes recorded on this proposal.

How did Atea Pharmaceuticals (AVIR) shareholders vote on executive compensation?

On an advisory, non-binding basis, 47,452,759 shares voted for approval of named executive officer compensation, 2,977,290 voted against, and 643,628 abstained, with 8,669,142 broker non-votes, indicating overall shareholder support for the company’s executive pay program at the 2026 annual meeting.

What are broker non-votes in Atea Pharmaceuticals (AVIR) 2026 results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions for certain proposals. At Atea Pharmaceuticals’ 2026 meeting, broker non-votes appeared on director elections and the say-on-pay proposal but were zero on the auditor ratification item.

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