Shareholders of BioMarin (NASDAQ: BMRN) back equity plan and board slate

Rhea-AI Filing Summary

BioMarin Pharmaceutical Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the company’s 2017 Equity Incentive Plan, increasing the number of common shares reserved for issuance under the plan by 7,650,000 shares.

All ten director nominees were elected to serve until the next annual meeting. Stockholders also ratified the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Equity plan share increase: 7,650,000 shares Shares entitled to vote: 193,270,028 shares Shares present or by proxy: 175,813,292 shares +3 more

6 metrics

Equity plan share increase 7,650,000 shares Additional shares reserved under 2017 Equity Incentive Plan

Shares entitled to vote 193,270,028 shares Common stock entitled to vote as of April 7, 2026

Shares present or by proxy 175,813,292 shares Common stock represented at 2026 Annual Meeting

Auditor ratification - For 170,867,335 votes Votes for ratifying KPMG LLP for year ending December 31, 2026

Say-on-pay - For 142,742,800 votes Advisory approval of named executive officer compensation

Plan amendment - For 158,561,867 votes Votes for approving amendment to 2017 Equity Incentive Plan

Key Terms

2017 Equity Incentive Plan, Annual Meeting of Stockholders, independent registered public accounting firm, advisory (non-binding) vote, +1 more

5 terms

2017 Equity Incentive Plan financial

"approved an amendment to the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended"

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the Annual Meeting)"

independent registered public accounting firm financial

"selection of KPMG LLP as BioMarin’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.

advisory (non-binding) vote financial

"The advisory (non-binding) vote to approve the compensation of BioMarin’s named executive officers"

Broker Non-Votes financial

"For | Against | Abstain | 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.

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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 2, 2026

BioMarin Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-26727

68-0397820

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

770 Lindaro Street

San Rafael

California

94901

(Address of Principal Executive Offices)

(Zip Code)

(415) 506-6700

(Registrant's telephone number, including area code)

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 (see General Instruction 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 $0.001

BMRN

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. ☐

o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 2, 2026, BioMarin Pharmaceutical Inc. (BioMarin or the Company) held its 2026 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, BioMarin’s stockholders approved an amendment to the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended (the 2017 Plan), to increase the number of shares of BioMarin common stock reserved for issuance thereunder by 7,650,000 shares (the Plan Amendment).

The Plan Amendment previously had been approved, subject to stockholder approval, by the Compensation Committee of BioMarin’s Board of Directors. The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.

A more detailed summary of the material features of the Plan Amendment is set forth in BioMarin’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2026 (the Proxy Statement) under the heading “Proposal 4: Approval of an Amendment to the 2017 Equity Incentive Plan.” The summary and the foregoing description are qualified in their entirety by reference to the full text of the 2017 Plan, as amended (including by the Plan Amendment), which is attached to the Proxy Statement as Appendix A.

Item 5.07 Submission of Matters to a Vote of Security Holders.

A total of 193,270,028 shares of common stock were entitled to vote as of April 7, 2026, the record date for the Annual Meeting. There were 175,813,292 shares of common stock present in person or represented by proxy at the Annual Meeting at which the stockholders were asked to vote on four proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

Proposal 1: Election of Directors

			Directors Elected						For												Against									Abstain						Broker Non-Votes
			Elizabeth M. Anderson						152,826,855												11,325,400									41,995						11,619,042
			Barbara W. Bodem						162,832,241												796,989									565,020						11,619,042
			Ian T. Clark						144,380,101												19,160,530									653,619						11,619,042
			Athena Countouriotis						162,326,065												1,823,399									44,786						11,619,042
			Willard Dere						161,112,606												2,973,541									108,103						11,619,042
			Mark J. Enyedy						161,113,325												3,032,040									48,885						11,619,042
			Alexander Hardy						163,115,633												1,028,506									50,111						11,619,042
			Maykin Ho						160,849,437												3,300,117									44,696						11,619,042
			Robert J. Hombach						160,262,501												3,342,524									589,225						11,619,042
			Timothy P. Walbert						158,544,683												5,554,116									95,451						11,619,042

Based on the votes set forth above, BioMarin’s stockholders elected each of the ten nominees set forth above to serve as a director of BioMarin until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm

The ratification of the selection of KPMG LLP as BioMarin’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth in the Proxy Statement, received the following votes:

			For						Against												Abstain
			170,867,335						4,850,526												95,431

Based on the votes set forth above, BioMarin’s stockholders ratified the selection of KPMG LLP as BioMarin’s independent registered public accounting firm to serve for the year ending December 31, 2026.

Proposal 3: Advisory Vote on the Compensation of Named Executive Officers

The advisory (non-binding) vote to approve the compensation of BioMarin’s named executive officers, as set forth in the Proxy Statement, received the following votes:

			For						Against												Abstain												Broker Non-Votes
			142,742,800									21,287,767												163,683												11,619,042

Based on the votes set forth above, BioMarin’s stockholders approved, on an advisory basis, the compensation of BioMarin’s named executive officers, as set forth in the Proxy Statement.

Proposal 4: Approval of an Amendment to the 2017 Equity Incentive Plan

The approval of the Plan Amendment received the following votes:

			For						Against												Abstain												Broker Non-Votes
			158,561,867									5,480,380												152,003												11,619,042

Based on the votes set forth above, BioMarin’s stockholders approved the Plan Amendment.

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 thereunto duly authorized.

						BioMarin Pharmaceutical Inc., a Delaware corporation
Date: June 4, 2026			By:			/s/ G. Eric Davis
						G. Eric Davis
						Executive Vice President, Chief Legal Officer

FAQ

What equity plan change did BioMarin (BMRN) stockholders approve?

Stockholders approved an amendment to BioMarin’s 2017 Equity Incentive Plan adding 7,650,000 shares reserved for issuance. This increases the pool of shares available for future equity awards to directors, officers, and employees under the existing plan structure.

How many BioMarin (BMRN) shares were entitled to vote at the 2026 annual meeting?

A total of 193,270,028 BioMarin common shares were entitled to vote as of April 7, 2026. This record-date figure defines which stockholders could participate in the 2026 Annual Meeting and cast votes on director elections and other proposals.

Did BioMarin (BMRN) stockholders ratify KPMG as auditor for 2026?

Yes, stockholders ratified KPMG LLP as BioMarin’s independent registered public accounting firm for the year ending December 31, 2026, with 170,867,335 votes for, 4,850,526 against, and 95,431 abstentions recorded at the meeting.

Was BioMarin (BMRN) executive compensation approved in the advisory vote?

Stockholders approved, on an advisory and non-binding basis, the compensation of BioMarin’s named executive officers. The proposal received 142,742,800 votes for, 21,287,767 against, 163,683 abstentions, and 11,619,042 broker non-votes at the 2026 Annual Meeting.

Which proposals were voted on at BioMarin’s 2026 Annual Meeting?

Stockholders voted on electing ten directors, ratifying KPMG LLP as independent auditor for 2026, approving an advisory say-on-pay resolution, and approving an amendment to the 2017 Equity Incentive Plan to increase reserved shares by 7,650,000.

Were all BioMarin (BMRN) director nominees elected at the 2026 meeting?

All ten director nominees listed, including Elizabeth M. Anderson, Barbara W. Bodem, and others, were elected. Each received more votes for than against, with additional abstentions and broker non-votes reported for every director on the ballot.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB