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Butterfly Network (BFLY) shareholders elect board, ratify auditor and back pay

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Butterfly Network, Inc. held its 2026 Annual Meeting of Stockholders, where holders of 163,228,826 shares of Class A common stock and 26,426,937 shares of Class B common stock were present or represented by proxy. Class A shares carried one vote each and Class B shares carried 20 votes each, voting together as a single class.

Stockholders elected seven directors, including Joseph DeVivo and Jonathan M. Rothberg, Ph.D., with each nominee receiving over 621 million votes in favor and relatively few votes against or abstentions, alongside 68,273,752 broker non-votes. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 690,013,905 votes for and limited opposition.

In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 614,118,861 votes for, 8,857,243 against, 517,710 abstentions and 68,273,752 broker non-votes. Overall, all three proposals presented at the meeting received the necessary support from stockholders.

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.
Class A shares represented 163,228,826 shares Present or represented at 2026 Annual Meeting
Class B shares represented 26,426,937 shares Present or represented at 2026 Annual Meeting
Votes for Joseph DeVivo 621,675,693 votes Director election at 2026 Annual Meeting
Votes for Jonathan M. Rothberg 622,369,243 votes Director election at 2026 Annual Meeting
Votes for auditor ratification 690,013,905 votes Ratification of Deloitte & Touche LLP for 2026
Votes for say-on-pay 614,118,861 votes Non-binding advisory vote on executive compensation
Broker non-votes on director slate 68,273,752 votes Reported for each director election
broker non-votes financial
"The votes cast in the election of the directors were as follows"
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 vote financial
"The Company’s stockholders approved by a non-binding advisory vote the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"ratify the appointment of Deloitte & Touche 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.
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.
proxy statement regulatory
"each of which is described in detail in the Company’s Definitive Proxy Statement"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
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Understanding 8-K Material Events →
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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
Butterfly Network, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3929284-4618156
(State or other jurisdiction of
incorporation)		(Commission File Number)(IRS Employer
 Identification No.)
1600 District Avenue
Burlington, MA
01803
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (781) 557-4800
Not applicable
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareBFLYThe New York Stock Exchange
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, Butterfly Network, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders in order for stockholders to consider and vote on the three proposals set forth below, each of which is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2026 (the “proxy statement”). The holders of 163,228,826 shares of Class A common stock were present or represented by proxy at the meeting. The holders of 26,426,937 shares of Class B common stock were present or represented by proxy at the meeting. Holders of the Class A common stock and Class B common stock voted together as a single class. Each share of Class A common stock entitles holders to one vote per proposal, while each share of Class B common stock entitles holders to 20 votes per proposal. The results for the votes for each proposal are set forth below.
The following actions were taken at such meeting:
1.Each of Joseph DeVivo; Jonathan M. Rothberg, Ph.D.; Larry Robbins; Caroll H. Neubauer; Elazer Edelman, M.D., Ph.D.; S. Louise Phanstiel; and Erica Schwartz, M.D., J.D., M.P.H. was elected as a director of the Company, to serve for a one-year term until the Company’s 2026 Annual Meeting of Stockholders and until their respective successor has been elected and qualified. The votes cast in the election of the directors were as follows:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Joseph DeVivo621,675,6931,606,171211,95068,273,752
Jonathan M. Rothberg, Ph.D.622,369,243898,308226,26368,273,752
Larry Robbins622,081,1181,191,480221,21668,273,752
Caroll H. Neubauer622,482,090785,388226,33668,273,752
Elazer Edelman, M.D., Ph.D.622,169,0371,097,459227,31868,273,752
S. Louise Phanstiel621,997,1591,168,660327,99568,273,752
Erica Schwartz, M.D., J.D., M.P.H.621,848,4911,430,748214,57568,273,752
2.The Company’s stockholders approved the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast on this proposal were as follows:
Votes ForVotes AgainstAbstentions
690,013,9051,037,128716,533
3.The Company’s stockholders approved by a non-binding advisory vote the compensation of the Company’s named executive officers, as disclosed in the proxy statement. The votes cast on this proposal were as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
614,118,8618,857,243517,71068,273,752


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.
BUTTERFLY NETWORK, INC.
By:/s/ John Doherty
Name:John Doherty
Title:Executive Vice President, Chief Financial Officer
Date: June 22, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Butterfly Network (BFLY) stockholders vote on at the 2026 annual meeting?

Butterfly Network stockholders voted on electing seven directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving, on a non-binding advisory basis, the compensation of named executive officers as disclosed in the proxy statement.

Were Butterfly Network (BFLY) director nominees elected at the 2026 annual meeting?

Yes. All seven director nominees, including Joseph DeVivo and Jonathan M. Rothberg, Ph.D., were elected to one-year terms, each receiving over 621 million votes for and relatively few votes against or abstentions, with broker non-votes also recorded.

Did Butterfly Network (BFLY) stockholders ratify Deloitte & Touche as auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Butterfly Network’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 690,013,905 votes for, 1,037,128 votes against, and 716,533 abstentions reported in the results.

How did Butterfly Network (BFLY) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of Butterfly Network’s named executive officers, with 614,118,861 votes for, 8,857,243 votes against, 517,710 abstentions, and 68,273,752 broker non-votes, reflecting overall support for the pay program disclosed in the proxy statement.

How many Butterfly Network (BFLY) shares were represented at the 2026 annual meeting?

Holders of 163,228,826 shares of Class A common stock and 26,426,937 shares of Class B common stock were present or represented by proxy. Class A shares carried one vote each, while Class B shares carried 20 votes each on all proposals.

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