Shareholders of Cognition Therapeutics (CGTX) reelect directors and ratify Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cognition Therapeutics, Inc. held its Annual Meeting of Stockholders on June 17, 2026, conducted virtually. Stockholders elected Aaron Fletcher, Ph.D., and Lisa Ricciardi as Class II directors to serve until the 2029 Annual Meeting and until their successors are elected or appointed.

Fletcher received 15,093,537 votes for and 680,677 withheld, while Ricciardi received 15,094,238 votes for and 679,976 withheld, with 34,035,661 broker non-votes for each. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year, with 49,039,407 votes for, 126,951 against, and 643,517 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

Votes for Aaron Fletcher: 15,093,537 votes Votes withheld Aaron Fletcher: 680,677 votes Votes for Lisa Ricciardi: 15,094,238 votes +4 more

7 metrics

Votes for Aaron Fletcher 15,093,537 votes Director election at June 17, 2026 Annual Meeting

Votes withheld Aaron Fletcher 680,677 votes Director election at June 17, 2026 Annual Meeting

Votes for Lisa Ricciardi 15,094,238 votes Director election at June 17, 2026 Annual Meeting

Broker non-votes on directors 34,035,661 votes Each Class II director proposal

Votes for auditor ratification 49,039,407 votes Ratification of Ernst & Young LLP for 2026 fiscal year

Votes against auditor ratification 126,951 votes Ratification of Ernst & Young LLP for 2026 fiscal year

Abstentions on auditor ratification 643,517 votes Ratification of Ernst & Young LLP for 2026 fiscal year

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, emerging growth company, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders (the “Annual Meeting”)."

broker non-votes financial

"680,677 | | 34,035,661 Lisa Ricciardi | | 15,094,238 | | 679,976 | | 34,035,661"

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 appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified"

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 x"

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.

Election of Class II Directors financial

"Proposal 1 – Election of Class II Directors."

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Understanding 8-K Material Events →

06/18/2026 - 08:05 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 17, 2026

Cognition Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40886		13-4365359
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

2500 Westchester Avenue Purchase, NY		10577
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 481-2210

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		Name of Exchange on Which Registered
Common Stock, par value $0.001 per share		CGTX		The Nasdaq Stock Market LLC

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 x

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 17, 2026, Cognition Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 27, 2026.

Proposal 1 – Election of Class II Directors. Each of Aaron Fletcher, Ph.D., and Lisa Ricciardi were elected to the Board of Directors as Class II directors to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal as follows:

Name	For	Withheld	Broker Non-Votes
Aaron Fletcher, Ph.D.	15,093,537	680,677	34,035,661
Lisa Ricciardi	15,094,238	679,976	34,035,661

Proposal 2 – Ratification of Independent Registered Public Accountants. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified, as follows:

For		Against		Abstentions		Broker Non-Votes
49,039,407		126,951		643,517		0

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.

	COGNITION THERAPEUTICS, INC.

Date: June 18, 2026
	By:	/s/ Lisa Ricciardi
	Name:	Lisa Ricciardi
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Cognition Therapeutics (CGTX) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing two Class II directors and ratifying the company’s independent auditor. Aaron Fletcher, Ph.D., and Lisa Ricciardi were elected to the board, and Ernst & Young LLP was ratified as the independent registered public accounting firm for the 2026 fiscal year.

Were Cognition Therapeutics (CGTX) director nominees elected at the 2026 Annual Meeting?

Yes, both Class II director nominees were elected. Aaron Fletcher, Ph.D., and Lisa Ricciardi each received over 15 million votes for, with less than 700,000 votes withheld, and will serve until the 2029 Annual Meeting of Stockholders.

How did stockholders vote on the Ernst & Young LLP ratification for Cognition Therapeutics (CGTX)?

Stockholders strongly ratified Ernst & Young LLP as independent registered public accounting firm for 2026, with 49,039,407 votes for, 126,951 against, and 643,517 abstentions. There were no broker non-votes reported on this auditor ratification proposal.

What were the broker non-votes at Cognition Therapeutics’ 2026 Annual Meeting?

For the director election proposals, there were 34,035,661 broker non-votes recorded for each nominee. Broker non-votes occur when brokers are not permitted to vote uninstructed shares on non-routine matters such as the election of directors.

How long will the newly elected Class II directors of Cognition Therapeutics (CGTX) serve?

The Class II directors, Aaron Fletcher, Ph.D., and Lisa Ricciardi, will serve until the company’s 2029 Annual Meeting of Stockholders. They will continue in office until their successors, if any, are elected or appointed, or earlier death, resignation, retirement, disqualification or removal.

Filing Exhibits & Attachments

3 documents