CG Oncology holders back board, pay and auditor

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What did CG Oncology (CGON) stockholders vote on at the 2026 annual meeting?

Who was elected to CG Oncology’s board at the 2026 annual meeting?

Did CG Oncology (CGON) stockholders approve executive compensation in 2026?

How often will CG Oncology hold say-on-pay votes after the 2026 meeting?

Which audit firm did CG Oncology stockholders ratify for the 2026 fiscal year?

How many CG Oncology shares were entitled to vote at the 2026 annual meeting?

CG Oncology, Inc. reported the results of its 2026 annual stockholder meeting.

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8-K

CG Oncology, Inc. reported the results of its 2026 annual stockholder meeting. As of the April 7, 2026 record date, 88,009,980 shares of common stock were outstanding and entitled to vote. Stockholders elected Class II directors Christina Rossi and Victor Tong, Jr. to terms running until the 2029 annual meeting.

Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In advisory votes, stockholders approved the compensation of named executive officers and expressed a preference for holding future advisory votes on executive pay every year, and the company will follow an annual frequency.

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.

Shares entitled to vote: 88,009,980 shares Rossi votes for: 67,531,501 shares Tong votes for: 62,401,874 shares +3 more

6 metrics

Shares entitled to vote 88,009,980 shares Common stock outstanding as of April 7, 2026 record date

Rossi votes for 67,531,501 shares Shares voted for election of director Christina Rossi

Tong votes for 62,401,874 shares Shares voted for election of director Victor Tong, Jr.

Auditor ratification for 83,711,522 shares Shares voted for ratifying Ernst & Young LLP as auditor

Say-on-pay for 65,894,959 shares Shares voted for advisory approval of executive compensation

Annual frequency support 66,962,791 shares Shares selecting 1-year frequency for advisory pay votes

broker non-votes, independent registered public accounting firm, advisory vote, emerging growth company, +1 more

5 terms

broker non-votes financial

"Shares Voted For ... Shares Voted Withhold ... 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

"ratified the selection ... 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.

advisory vote financial

"advisory vote on executive compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

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.

record date financial

"As of April 7, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Stockholders voted on electing two Class II directors, ratifying Ernst & Young LLP as auditor, approving executive compensation on an advisory basis, and choosing how often to hold future advisory pay votes. These items shape board composition, oversight, and say-on-pay practices.

Stockholders elected Christina Rossi and Victor Tong, Jr. as Class II directors to serve until the 2029 annual meeting. Their elections were based on the proxy statement disclosures and will help guide the company’s governance and strategic oversight over the coming years.

Yes, stockholders approved, on an advisory basis, the compensation of CG Oncology’s named executive officers. The vote reflects stockholder views on the company’s pay practices as described in the proxy statement, though it is non-binding and does not directly change existing compensation arrangements.

Stockholders indicated a preference for annual advisory votes on named executive officer compensation. In response, CG Oncology determined that future say-on-pay votes will be held every year until the next required advisory vote on the frequency of such stockholder approvals.

Stockholders ratified the selection of Ernst & Young LLP as CG Oncology’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This ratification supports the audit committee’s choice of external auditor for the company’s financial reporting.

As of the April 7, 2026 record date, 88,009,980 shares of CG Oncology common stock were outstanding and entitled to vote. This figure defines the base of voting power used to determine the level of support each proposal received at the annual meeting.

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Accepted by SEC EDGAR 06/08/2026 - 04:02 PM EDT

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

CG Oncology, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41925

37-1611499

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


3000 Pegasus Park Drive
Suite 1640
Dallas, Texas		75247
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 409-3700

N/A

(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, par value $0.0001 per share	CGON	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. ☐

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

On June 4, 2026, CG Oncology, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 7, 2026, the record date for the Annual Meeting, 88,009,980 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The following tables set forth the final results of the voting for the matters voted upon at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”).

Proposal 1: Election of Directors

The Company’s stockholders elected the two persons listed below as Class II directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:


	Shares Voted For	Shares Voted Withhold	Broker Non-Votes
Name of Directors Elected
Christina Rossi	67,531,501	89,825	16,216,685
Victor Tong, Jr.	62,401,874	5,219,452	16,216,685

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

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:


Shares Voted For	Shares Voted Against	Abstentions
83,711,522	4,103	122,386

Proposal 3: Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The final voting results are as follows:


Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
65,894,959	1,603,011	123,356	16,216,685

Proposal 4: Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation

The Company’s stockholders indicated, on an advisory basis, their preference for the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
66,962,791	4,269	537,270	116,996	16,216,685

Consistent with these results, the Company determined that future stockholder advisory votes on named executive officer compensation will be held every year until the next required advisory vote on the frequency of stockholder advisory votes on named executive officer compensation.

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.

Source: View Original Filing on SEC EDGAR

CG Oncology, Inc.

Date: June 8, 2026

/s/ Josh Patterson

Name: Josh Patterson

Title: General Counsel, Chief Compliance Officer and Secretary

3 documents