Capricor (NASDAQ: CAPR) reports 2026 shareholder meeting vote tallies

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Capricor Therapeutics, Inc. reported the results of its Annual Meeting of stockholders held at its San Diego headquarters on June 4, 2026. Holders of 43,823,881 shares were present in person or by proxy, out of 57,840,102 common shares entitled to vote.

Eight director nominees each received more votes "For" than "Withheld", including Linda Marbán, Ph.D. with 25,482,880 For and 5,310,512 Withheld. One proposal received 43,057,620 votes For, 562,751 Against and 203,510 Abstain, while another received 24,336,434 For, 6,244,316 Against, 212,642 Abstain and 13,030,489 broker non-votes.

A proposal offering choices of one, two, or three years received 29,774,194 votes for one year, 418,808 for two years, 189,009 for three years, and 411,381 Abstain, with 13,030,489 broker non-votes. Another proposal received 23,472,207 For, 6,433,198 Against, 887,987 Abstain and 13,030,489 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

Shares present: 43,823,881 shares Shares entitled to vote: 57,840,102 shares Votes for large proposal: 43,057,620 For +3 more

6 metrics

Shares present 43,823,881 shares Shares present in person or by proxy at Annual Meeting

Shares entitled to vote 57,840,102 shares Common stock entitled to vote at Annual Meeting

Votes for large proposal 43,057,620 For Proposal with 43,057,620 For, 562,751 Against, 203,510 Abstain

One-year option support 29,774,194 votes Votes for one-year choice on multi-year proposal

Broker non-votes 13,030,489 shares Broker non-votes reported on several proposals

Votes for Linda Marbán, Ph.D. 25,482,880 For Director nominee votes: 25,482,880 For, 5,310,512 Withheld

Key Terms

Annual Meeting, broker non-votes, abstain, principal executive offices, +1 more

5 terms

Annual Meeting regulatory

"The Annual Meeting was held on June 4, 2026 at the Company’s principal executive offices"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

broker non-votes financial

"FOR | WITHHELD | BROKER NON-VOTES Frank Litvack, M.D."

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.

abstain financial

"FOR | AGAINST | ABSTAIN 43,057,620 | 562,751 | 203,510"

principal executive offices regulatory

"at the Company’s principal executive offices located at 10865 Road to the Cure"

shares of the Company’s common stock entitled to vote financial

"shares of the 57,840,102 shares of the Company’s common stock entitled to vote"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/08/2026 - 04:05 PM

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 4, 2026

CAPRICOR THERAPEUTICS, INC.

(Exact name of Registrant as Specified in its Charter)


Delaware		001-34058		88-0363465
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)


10865 Road to the Cure, Suite 150, San Diego, California (Address of principal executive offices)		92121 (Zip Code)

(858) 727-1755

(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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ◻

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 per share		CAPR		The Nasdaq Global Select Market

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

The Annual Meeting was held on June 4, 2026 at the Company’s principal executive offices located at 10865 Road to the Cure, San Diego, California 92121. At the Annual Meeting, the Company’s stockholders were asked to vote upon the following five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026.

The election of eight nominees to the Company’s Board of Directors to serve until the 2027 annual meeting of stockholders. The nominees for election were Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Karimah Es Sabar, Paul Auwaerter, M.D., Philip Gotwals, Ph.D., and Michael Kelliher;

The ratification of the appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026;

To approve, by non-binding advisory vote, the resolution approving named executive officer compensation;

To approve a non-binding resolution on the frequency of future votes on our named executive officer compensation; and

To approve an amendment to the Certificate of Incorporation regarding officer exculpation.

The final results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 43,823,881 shares of the 57,840,102 shares of the Company’s common stock entitled to vote, were as follows:

Each of Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Karimah Es Sabar, Paul Auwaerter, M.D., Philip Gotwals, Ph.D., and Michael Kelliher were elected as directors of the Company to serve until the 2027 annual meeting of stockholders, and until his or her successor is elected, or until his or her earlier death, resignation or removal, as follows:


	FOR	WITHHELD	BROKER NON-VOTES
Frank Litvack, M.D.	21,114,485	9,678,907	13,030,489
Linda Marbán, Ph.D.	25,482,880	5,310,512	13,030,489
David B. Musket	24,952,805	5,840,587	13,030,489
George W. Dunbar, Jr.	24,998,101	5,795,291	13,030,489
Karimah Es Sabar	24,428,575	6,364,817	13,030,489
Paul Auwaerter, M.D.	25,110,352	5,683,040	13,030,489
Philip Gotwals, Ph.D.	25,480,357	5,313,035	13,030,489
Michael Kelliher	25,378,932	5,414,460	13,030,489

The appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified as follows:


FOR	AGAINST	ABSTAIN
43,057,620	562,751	203,510

The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
24,336,434	6,244,316	212,642	13,030,489

The preferred frequency, on a non-binding resolution basis, of future non-binding resolution votes to approve the compensation of the Company’s named executive offices was “1 Year” as follows:


ONE YEAR	TWO YEARS	THREE YEARS	ABSTAIN	BROKER NON-VOTES
29,774,194	418,808	189,009	411,381	13,030,489

The Company’s stockholders did not approve an amendment to the Certificate of Incorporation regarding officer exculpation. The votes were cast as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
23,472,207	6,433,198	887,987	13,030,489

SIGNATURES

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.


	CAPRICOR THERAPEUTICS, INC.

Date: June 8, 2026	By:	/s/ Linda Marbán, Ph.D.
		Linda Marbán, Ph.D.
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

When and where did Capricor Therapeutics (CAPR) hold its 2026 Annual Meeting?

Capricor held its 2026 Annual Meeting on June 4, 2026 at its principal executive offices, 10865 Road to the Cure, Suite 150, San Diego, California 92121. The meeting gathered stockholders to vote on five proposals described in the company’s definitive proxy statement.

How many Capricor Therapeutics (CAPR) shares were represented at the Annual Meeting?

Stockholders representing 43,823,881 shares were present in person or by proxy at the meeting, out of 57,840,102 shares of common stock entitled to vote. This level of participation established a quorum, allowing all five proposals to be considered and voted upon.

How did Capricor Therapeutics (CAPR) stockholders vote on director nominees?

Each of the eight director nominees received more votes "For" than "Withheld." For example, Linda Marbán, Ph.D. received 25,482,880 votes For and 5,310,512 Withheld, with 13,030,489 broker non-votes. Similar support levels were recorded for the other seven director nominees listed.

What were the voting results for the large-cap proposal at Capricor Therapeutics (CAPR)?

One proposal received 43,057,620 votes For, 562,751 Against and 203,510 Abstain. These results show very strong support among participating shares, with only a relatively small number of votes cast Against or marked as Abstain on this particular item.

How did Capricor Therapeutics (CAPR) stockholders vote on the proposal with multiple-year options?

For the proposal that offered one-, two-, or three-year choices, stockholders cast 29,774,194 votes for one year, 418,808 for two years, 189,009 for three years and 411,381 Abstain, with 13,030,489 broker non-votes. The one-year option received the most support among voters.

Were there broker non-votes in Capricor Therapeutics (CAPR) 2026 meeting results?

Yes. Several proposals reported 13,030,489 broker non-votes. Broker non-votes occur when brokers hold shares in street name but do not have discretionary voting authority on specific matters, so those shares are counted for quorum but not as votes on those proposals.

Filing Exhibits & Attachments

3 documents