CeriBell shareholders elect directors, ratify auditor

CeriBell, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 2, 2026.

Rhea-AI Filing Summary

CeriBell, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 2, 2026. Stockholders elected two Class II directors, Josef Parvizi, M.D., Ph.D., and Rebecca Robertson, to serve until the 2029 annual meeting and until successors are elected.

Parvizi received 25,961,193 votes for and 2,311,420 withheld, while Robertson received 25,948,634 votes for and 2,323,979 withheld; each had 4,374,728 broker non-votes. Stockholders also approved ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026 with 32,623,328 votes for, 5,177 against, and 18,836 abstentions.

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

Annual meeting date: June 2, 2026 Votes for Josef Parvizi: 25,961,193 votes Votes for Rebecca Robertson: 25,948,634 votes +4 more

7 metrics

Annual meeting date June 2, 2026 2026 Annual Meeting of Stockholders date

Votes for Josef Parvizi 25,961,193 votes Election as Class II director at 2026 meeting

Votes for Rebecca Robertson 25,948,634 votes Election as Class II director at 2026 meeting

Broker non-votes (director items) 4,374,728 votes Broker non-votes on each director election

Votes for PwC ratification 32,623,328 votes Ratification of PricewaterhouseCoopers LLP for 2026 audit

Votes against PwC ratification 5,177 votes Opposing ratification of PricewaterhouseCoopers LLP

Abstentions on PwC ratification 18,836 votes Abstained on auditor ratification proposal

Key Terms

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

4 terms

broker non-votes financial

"Nominee | For | 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 Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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 The 2026 Annual Meeting of Stockholders"

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.

Annual Meeting of Stockholders regulatory

"The 2026 Annual Meeting of Stockholders (the “Meeting”) of CeriBell, Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CeriBell (CBLL) stockholders decide at the 2026 annual meeting?

CeriBell stockholders elected two Class II directors and ratified the company’s auditor. Josef Parvizi and Rebecca Robertson will serve until the 2029 annual meeting, and PricewaterhouseCoopers LLP was approved as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Which directors were elected at CeriBell’s 2026 annual stockholder meeting?

Stockholders elected Josef Parvizi, M.D., Ph.D., and Rebecca Robertson as Class II directors. They will each serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, indicating continued support for the existing board composition and governance structure.

How did CeriBell (CBLL) shareholders vote on the director nominees?

Josef Parvizi received 25,961,193 votes for and 2,311,420 withheld, with 4,374,728 broker non-votes. Rebecca Robertson received 25,948,634 votes for and 2,323,979 withheld, with the same 4,374,728 broker non-votes, showing strong approval for both nominees from voting stockholders.

Did CeriBell stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as CeriBell’s independent registered public accounting firm for 2026. The proposal received 32,623,328 votes for, 5,177 against, and 18,836 abstentions, reflecting broad stockholder support for maintaining the current external audit relationship.

When was CeriBell’s 2026 Annual Meeting of Stockholders held?

CeriBell’s 2026 Annual Meeting of Stockholders was held on June 2, 2026. At this meeting, investors voted on the election of two Class II directors and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2026 fiscal year.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:19 PM Learn about SEC filing dates

false000186110700018611072026-06-022026-06-02

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 02, 2026

CeriBell, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42364	47-1785452
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
360 N. Pastoria Avenue
Sunnyvale, California				94085
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 436-0826

(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, $0.001 par value per share		CBLL		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.

The 2026 Annual Meeting of Stockholders (the “Meeting”) of CeriBell, Inc. (the “Company”) was held on June 2, 2026. At the Meeting, the Company’s stockholders voted on the following two proposals and cast their votes as described below.

1.The nominees listed below were elected at the Meeting to serve as Class II directors of the Company until the 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:

Nominee	For	Withheld	Broker Non-Votes
Josef Parvizi, M.D., Ph.D.	25,961,193	2,311,420	4,374,728
Rebecca Robertson	25,948,634	2,323,979	4,374,728

2.The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved:

For	Against	Abstained	Broker Non-Votes
32,623,328	5,177	18,836	N/A

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.

			CERIBELL, INC.
Date:	June 2, 2026	By:	/s/ Scott Blumberg
			Scott Blumberg Chief Financial Officer

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