BioAge Labs (NASDAQ: BIOA) shareholders elect directors and ratify KPMG at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BioAge Labs, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 10, 2026. Stockholders elected three Class II directors — Patrick Enright, James I. Healy, and Rekha Hemrajani — each to serve a three-year term expiring at the 2029 annual meeting.

Enright received 30,075,928 shares voted for and 1,184,271 withheld, Healy received 25,499,205 for and 5,760,994 withheld, and Hemrajani received 27,826,781 for and 3,433,418 withheld, with 5,327,405 broker non-votes for each nominee. Stockholders also ratified KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 36,561,171 shares for, 1,305 against, and 25,128 abstaining.

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

Meeting date: June 10, 2026 Votes for Enright: 30,075,928 shares Votes for Healy: 25,499,205 shares +5 more

8 metrics

Meeting date June 10, 2026 2026 Annual Meeting of Stockholders date

Votes for Enright 30,075,928 shares Shares voted for Patrick Enright as Class II director

Votes for Healy 25,499,205 shares Shares voted for James I. Healy as Class II director

Votes for Hemrajani 27,826,781 shares Shares voted for Rekha Hemrajani as Class II director

Broker non-votes 5,327,405 shares Broker non-votes reported for each director nominee

Votes for KPMG 36,561,171 shares Shares voted for ratifying KPMG LLP as auditor for 2026

Votes against KPMG 1,305 shares Shares voted against KPMG LLP as auditor for 2026

Abstentions on KPMG 25,128 shares Shares abstaining on auditor ratification proposal

Key Terms

broker non-votes, independent registered public accounting firm, Annual Meeting of Stockholders

3 terms

broker non-votes financial

"The vote tally was as follows Nominees | Shares For | Shares 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.

independent registered public accounting firm financial

"The ratification of the appointment of KPMG 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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders and the Company’s stockholders voted on and approved the following proposals"

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Understanding 8-K Material Events →

06/12/2026 - 08:00 AM

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 10, 2026

    

BIOAGE LABS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42279	47-4721157
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5885 Hollis Street Suite 370
Emeryville, California		94608
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 510 806-1445

    

(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, $0.00001 Par Value Per Share	BIOA	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 10, 2026, BioAge Labs, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders and the Company’s stockholders voted on and approved the following proposals:

The election of three Class II Directors, Patrick Enright, M.B.A., James I. Healy, M.D., Ph.D., and Rekha Hemrajani, M.B.A., each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s earlier resignation or removal. The vote tally was as follows:


Nominees	Shares For	Shares Withheld	Broker Non-Votes
Patrick Enright, M.B.A.	30,075,928	1,184,271	5,327,405
James I. Healy, M.D., Ph.D.	25,499,205	5,760,994	5,327,405
Rekha Hemrajani, M.B.A.	27,826,781	3,433,418	5,327,405

The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026. The vote tally was as follows:



Shares For	Shares Against	Shares Abstaining
36,561,171	1,305	25,128

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.


			BIOAGE LABS, INC.

Date:	June 12, 2026	By:	/s/ Dov Goldstein
			Dov Goldstein, M.D. Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did BioAge Labs (BIOA) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class II directors and ratifying KPMG LLP as independent registered public accounting firm for 2026. Both proposals were approved, confirming the board slate and auditor for the fiscal year ending December 31, 2026.

Which directors were elected at BioAge Labs (BIOA) 2026 annual meeting?

Stockholders elected Patrick Enright, James I. Healy, and Rekha Hemrajani as Class II directors. Each will serve a three-year term expiring at the 2029 Annual Meeting of Stockholders, continuing until a successor is elected and qualified or earlier resignation or removal.

How many votes did BioAge Labs (BIOA) director nominees receive?

Patrick Enright received 30,075,928 shares for and 1,184,271 withheld. James I. Healy received 25,499,205 for and 5,760,994 withheld. Rekha Hemrajani received 27,826,781 for and 3,433,418 withheld, with 5,327,405 broker non-votes for each nominee.

Did BioAge Labs (BIOA) stockholders approve KPMG as auditor for 2026?

Yes. Stockholders ratified KPMG LLP as BioAge Labs’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 36,561,171 shares voted for, 1,305 against, and 25,128 abstaining in the auditor ratification proposal.

What are broker non-votes in the BioAge Labs (BIOA) director election results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions on non-routine items. For each director nominee, BioAge Labs reported 5,327,405 broker non-votes in the 2026 Annual Meeting election tallies.

When did BioAge Labs (BIOA) hold its 2026 Annual Meeting of Stockholders?

BioAge Labs held its 2026 Annual Meeting of Stockholders on June 10, 2026. At this meeting, stockholders elected three Class II directors for terms expiring in 2029 and ratified KPMG LLP as the independent registered public accounting firm for 2026.

Filing Exhibits & Attachments

1 document