Strata Critical Medical holders back board, pay plan

Strata Critical Medical, Inc. reported results of its annual stockholder meeting held on May 28, 2026.

Rhea-AI Filing Summary

Strata Critical Medical, Inc. reported results of its annual stockholder meeting held on May 28, 2026. Stockholders elected Class II directors William A. Heyburn and Andrew Lauck to serve until the 2029 annual meeting. Heyburn received 46,050,902 votes for and 505,421 withheld, while Lauck received 39,525,159 for and 7,031,164 withheld, with 12,687,496 broker non-votes for each.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 58,946,832 votes for, 65,815 against, and 231,172 abstentions. In an advisory vote, stockholders approved executive compensation with 38,497,962 votes for, 8,022,682 against, 35,679 abstentions, and 12,687,496 broker non-votes.

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

Heyburn election votes: 46,050,902 for; 505,421 withheld Lauck election votes: 39,525,159 for; 7,031,164 withheld Broker non-votes on director elections: 12,687,496 broker non-votes +3 more

6 metrics

Heyburn election votes 46,050,902 for; 505,421 withheld Class II director election at May 28, 2026 annual meeting

Lauck election votes 39,525,159 for; 7,031,164 withheld Class II director election at May 28, 2026 annual meeting

Broker non-votes on director elections 12,687,496 broker non-votes Each Class II director election

Auditor ratification support 58,946,832 for; 65,815 against; 231,172 abstain Deloitte & Touche LLP for fiscal year ending December 31, 2026

Say-on-Pay vote result 38,497,962 for; 8,022,682 against; 35,679 abstain Advisory executive compensation approval at 2026 annual meeting

Broker non-votes on Say-on-Pay 12,687,496 broker non-votes Advisory executive compensation proposal

Key Terms

Broker Non-Votes, independent registered public accounting firm, Say-on-Pay, advisory, non-binding basis, +1 more

5 terms

Broker Non-Votes financial

"For | Withhold | Broker Non-Votes William A. Heyburn | 46,050,902 | 505,421 | 12,687,496"

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

"ratified 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.

Say-on-Pay financial

"approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers (the "Say-on-Pay" vote)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

advisory, non-binding basis financial

"approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers"

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

What did Strata Critical Medical stockholders decide at the May 28, 2026 annual meeting?

Stockholders elected two Class II directors, ratified Deloitte & Touche LLP as auditor for 2026, and approved executive compensation on an advisory basis. All three management proposals received strong majority support based on the reported vote totals.

Who was elected to Strata Critical Medical’s Board of Directors in 2026?

Stockholders elected Class II directors William A. Heyburn and Andrew Lauck to serve until the 2029 annual meeting. Heyburn and Lauck each received substantial "For" votes, with additional broker non-votes reported for both director elections.

How did Strata Critical Medical investors vote on the 2026 auditor ratification?

Investors ratified Deloitte & Touche LLP as Strata Critical Medical’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 58,946,832 votes for, 65,815 against, and 231,172 abstentions, indicating strong overall support.

What were the results of Strata Critical Medical’s 2026 Say-on-Pay vote?

Stockholders approved, on a non-binding advisory basis, the compensation of Strata Critical Medical’s named executive officers. The Say-on-Pay resolution received 38,497,962 votes for, 8,022,682 against, 35,679 abstentions, and 12,687,496 broker non-votes at the annual meeting.

How many broker non-votes were recorded in Strata Critical Medical’s 2026 meeting?

The director elections and Say-on-Pay proposal each showed 12,687,496 broker non-votes. Broker non-votes arise when brokers lack authority to vote uninstructed shares on certain matters, and they are reported separately from for, against, and abstain votes.

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

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Accepted by SEC EDGAR 06/03/2026 - 04:25 PM Learn about SEC filing dates

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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

May 28, 2026

Date of Report (date of earliest event reported)

___________________________________

STRATA CRITICAL MEDICAL, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-39046 (Commission File Number)			84-1890381 (I.R.S. Employer Identification Number)
666 Third Avenue, 25th Floor New York, NY 10017
(Address of principal executive offices and zip code)
(917) 781-3190
(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			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			SRTA			The Nasdaq Stock 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 May 28, 2026, Strata Critical Medical, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The proposals are described in the Company’s definitive proxy statement for the Annual Meeting, as filed with the Securities and Exchange Commission on April 14, 2026. The final results for the votes regarding each proposal are set forth below.

1.The Company’s stockholders elected the two (2) Class II directors listed below to the Board of Directors of the Company to hold office until the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The votes regarding this proposal were as follows:

						For						Withhold						Broker Non-Votes
William A. Heyburn						46,050,902						505,421						12,687,496
Andrew Lauck						39,525,159						7,031,164						12,687,496

2.The Company’s stockholders ratified 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 regarding this proposal were as follows:

For						Against						Abstain
58,946,832						65,815						231,172

3.The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers (the "Say-on-Pay" vote). The votes regarding this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
38,497,962						8,022,682						35,679						12,687,496

SIGNATURE

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.

STRATA CRITICAL MEDICAL, INC.

Date: June 3, 2026

By:

/s/ William A. Heyburn

Name:

William A. Heyburn

Title:

Co-Chief Executive Officer and Chief Financial Officer

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB