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Coherus Oncology (CHRS) shareholders approve equity plan changes and option repricing

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Coherus Oncology, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected Class III directors Dennis M. Lanfear and Mats L. Wahlström to serve until the 2029 annual meeting. At the record date on April 16, 2026 there were 154,217,609 common shares outstanding, each entitled to one vote.

Stockholders ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, and approved a non-binding Say-on-Pay resolution for executive compensation. They also approved a reduction in the exercise price of certain outstanding stock options and an increase in the shares reserved under the Amended and Restated 2014 Equity Incentive Award Plan, both equity-related items that can affect future dilution and employee incentives.

Positive

  • None.

Negative

  • None.

Insights

Stockholders backed all governance and equity proposals, including option repricing and a larger equity plan.

Coherus Oncology’s stockholders supported the full slate of board and compensation items. Both Class III director nominees were elected, and the independent auditor, Ernst & Young LLP, was ratified with a large majority of votes cast.

The advisory Say-on-Pay resolution for named executive officer compensation received more votes for than against, indicating general support for pay practices. More structurally, stockholders approved a reduction in the exercise price of certain outstanding options and an increase in shares reserved under the 2014 Equity Incentive Award Plan, which together expand equity-based incentives and may increase potential dilution over time.

Proposal 4, the option exercise price reduction, passed after a separate vote on May 29, 2026, reflecting its classification as a non-routine matter that previously generated broker non-votes. Future company filings will show how much additional equity is granted or exercised under the updated plan framework.

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 outstanding 154,217,609 shares Common stock outstanding as of record date April 16, 2026
Shares voted main proposals 124,566,041 shares Shares voted for Proposals 1, 2, 3, and 5 at the annual meeting
Shares voted Proposal 4 91,750,055 shares Shares voted on non-routine Proposal 4 on May 29, 2026
Auditor ratification votes for 121,137,511 votes Votes for ratifying Ernst & Young LLP as auditor for 2026
Say-on-Pay votes for 73,322,772 votes Votes for non-binding advisory approval of executive compensation
Option repricing votes for 45,996,610 votes Votes for reducing exercise price of certain outstanding stock options
Equity plan increase votes for 59,507,788 votes Votes for increasing shares reserved under 2014 Equity Incentive Award Plan
broker non-votes financial
"a “non-routine” matter which resulted in broker non-votes present on May 27, 2026 no longer being included or represented in the vote totals"
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.
non-routine financial
"proposal 4, a “non-routine” matter which resulted in broker non-votes present on May 27, 2026 no longer being included"
Say-on-Pay financial
"approved a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (a “Say-on-Pay” vote)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Amended and Restated 2014 Equity Incentive Award Plan financial
"approved an increase in the number of shares of common stock reserved for issuance under the Amended and Restated 2014 Equity Incentive Award Plan"
independent registered public accounting firm financial
"ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its 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.
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Understanding 8-K Material Events →
0001512762false00015127622026-05-272026-05-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 27, 2026

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COHERUS ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

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​

Delaware

 

001-36721

 

27-3615821

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

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333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

(Address of principal executive offices, including Zip Code)

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Registrant’s telephone number, including area code: (650) 649-3530

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:

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

  ​ ​ ​

Trading
Symbol(s)

  ​ ​ ​

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share

 

CHRS

 

The Nasdaq Global Market

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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).

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Emerging growth company  ☐

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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.  ☐

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

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Coherus Oncology, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 27, 2026 virtually via the Internet. The Annual Meeting on May 27, 2026 was partially adjourned to Friday, May 29, 2026 solely with respect to the voting on Proposal 4. At the close of business on April 16, 2026, the record date, there were 154,217,609 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

 

As summarized in the tables below, at the Annual Meeting on May 27, 2026, common stock of the Company totaling 124,566,041 shares were voted in person or by proxy for proposals 1, 2, 3 and 5. On May 29, 2026, common stock of the Company totaling 91,750,055 shares were voted in person or by proxy for proposal 4, a “non-routine” matter which resulted in broker non-votes present on May 27, 2026 no longer being included or represented in the vote totals. The Company’s Definitive Proxy Statement on Schedule 14A, and the Supplement to the Proxy Statement, filed with the U.S. Securities and Exchange Commission respectively on April 20, 2026 and May 28, 2026 describe each proposal, the quorum requirements and the vote counting procedures.

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The results of the voting held on May 27, 2026 for Proposals 1, 2, 3 and 5, and on May 29, 2026 for Proposal 4, are as follows:

 

Proposal 1. The Company’s stockholders elected by a majority of votes cast each of the Class III director nominees below, Dennis M. Lanfear and Mats L. Wahlström, to the Board of Directors of the Company to hold office until the 2029 annual meeting of stockholders or until their successors are elected.

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NOMINEE

 

FOR

WITHHELD

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BROKER NON-VOTES

Dennis M. Lanfear

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82,524,713

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6,482,243

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35,559,085

Mats L. Wahlström

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81,177,717

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7,829,239

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35,559,085

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Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

  

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FOR

AGAINST

ABSTAIN

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BROKER NON-VOTES

121,137,511

​

1,481,497

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1,947,033

​

0

​

Proposal 3. The Company’s stockholders approved a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (a “Say-on-Pay” vote).

 

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FOR

AGAINST

ABSTAIN

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BROKER NON-VOTES

73,322,772

​

10,862,168

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4,822,016

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35,559,085

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Proposal 4. The Company’s stockholders approved the reduction in the exercise price of certain outstanding stock options.

 

​

FOR

AGAINST

ABSTAIN

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BROKER NON-VOTES

45,996,610

​

45,362,110

​

391,335

​

0

​

 Proposal 5. The Company’s stockholders approved an increase in the number of shares of common stock reserved for issuance under the Amended and Restated 2014 Equity Incentive Award Plan.

  

​

FOR

AGAINST

ABSTAIN

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BROKER NON-VOTES

59,507,788

​

24,853,379

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4,645,789

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35,559,085

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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.

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Date: June 1, 2026

  ​ ​ ​

COHERUS ONCOLOGY, INC.

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By:

/s/ Dennis M. Lanfear

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Name:

Dennis M. Lanfear

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Title:

Chief Executive Officer

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Source: View Original Filing on SEC EDGAR

FAQ

What did Coherus Oncology (CHRS) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, auditor ratification, Say-on-Pay, an option exercise price reduction, and increasing shares reserved under the 2014 Equity Incentive Award Plan. All five proposals received sufficient support to be approved.

Were Coherus Oncology’s 2026 director nominees elected by stockholders?

Yes. Dennis M. Lanfear and Mats L. Wahlström were elected as Class III directors to serve until the 2029 annual meeting. Each received more votes “for” than “withheld,” with substantial broker non-votes recorded on the director election proposals.

How did Coherus Oncology (CHRS) stockholders vote on the 2026 Say-on-Pay proposal?

Stockholders approved the non-binding advisory Say-on-Pay resolution. There were 73,322,772 votes for, 10,862,168 votes against, 4,822,016 abstentions, and 35,559,085 broker non-votes, indicating overall support for the company’s executive compensation program.

Did Coherus Oncology stockholders approve the option exercise price reduction in 2026?

Yes. Proposal 4, to reduce the exercise price of certain outstanding stock options, was approved in a separate May 29, 2026 vote. It received 45,996,610 votes for, 45,362,110 against, and 391,335 abstentions, with no broker non-votes counted in that proposal’s totals.

What change was made to Coherus Oncology’s 2014 Equity Incentive Award Plan in 2026?

Stockholders approved increasing the number of common shares reserved for issuance under the Amended and Restated 2014 Equity Incentive Award Plan. Proposal 5 received 59,507,788 votes for, 24,853,379 against, 4,645,789 abstentions, and 35,559,085 broker non-votes.

How many Coherus Oncology shares were eligible and actually voted at the 2026 annual meeting?

At the April 16, 2026 record date, 154,217,609 common shares were outstanding and entitled to one vote each. For Proposals 1, 2, 3, and 5, 124,566,041 shares were voted; for Proposal 4, 91,750,055 shares were voted after adjournment.

Filing Exhibits & Attachments

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