Cumberland sets executive pay votes every 3 years

Q: What did CPIX decide about the frequency of say-on-pay advisory votes?

CPIX’s Board decided that advisory votes on compensation of named executive officers will be held every three years, based on shareholder voting results at the 2026 Annual Meeting.

Q: Does the CPIX 8-K/A change the prior disclosure on say-on-pay frequency?

The 8-K/A updates prior disclosure under Item 5.07 to state that advisory votes on named executive officer compensation will be held every three years, reflecting the Board’s final decision after reviewing shareholder voting results.

Q: Whose compensation is covered by CPIX’s advisory votes?

The advisory votes cover the compensation of CPIX’s named executive officers, whose pay is subject to periodic non-binding shareholder approval on the triennial schedule adopted by the Board.

Available on EDGAR 09/11/2026 - 04:52 PM EDT Accepted by SEC EDGAR 09/11/2026 - 04:51 PM EDT

Filing Impact

(Neutral)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K/A

Rhea-AI Filing Summary

CUMBERLAND PHARMACEUTICALS INC (CPIX) reports that its Board of Directors has set the frequency of advisory shareholder votes on compensation of the Company’s named executive officers at every three years, following the 2026 Annual Meeting where the three-year option received the highest number of votes.

The Board states that these advisory votes will occur every three years until the next required shareholder advisory vote on the frequency of future executive compensation votes, which must be held every six years.

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

Advisory say-on-pay vote frequency: Every three years Required frequency vote interval: Every six years

2 metrics

Advisory say-on-pay vote frequency Every three years Board decision following shareholder vote at the 2026 Annual Meeting

Required frequency vote interval Every six years Interval for advisory votes on the frequency of future executive compensation votes

Key Terms

advisory vote, named executive officers, Submission of Matters to a Vote of Security Holders

3 terms

advisory vote regulatory

"an advisory proposal concerning the frequency of future advisory votes"

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.

named executive officers regulatory

"advisory votes on compensation of the Company's named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Submission of Matters to a Vote of Security Holders regulatory

"relating to disclosures made under Item 5.07, Submission of Matters"

FAQ

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

What did CPIX decide about the frequency of say-on-pay advisory votes?

CPIX’s Board decided that advisory votes on compensation of named executive officers will be held every three years, based on shareholder voting results at the 2026 Annual Meeting.

How often must CPIX seek shareholder input on the frequency of say-on-pay votes?

CPIX discloses it is required to hold an advisory vote on the frequency of future advisory votes on executive compensation every six years, allowing shareholders to periodically reconsider the schedule.

What prompted CPIX’s three-year executive compensation vote schedule?

At the 2026 Annual Meeting, shareholders voted on how often to hold advisory votes on executive pay. The three-year frequency received the highest number of votes, leading the Board to adopt a triennial schedule.

Does the CPIX 8-K/A change the prior disclosure on say-on-pay frequency?

The 8-K/A updates prior disclosure under Item 5.07 to state that advisory votes on named executive officer compensation will be held every three years, reflecting the Board’s final decision after reviewing shareholder voting results.

Whose compensation is covered by CPIX’s advisory votes?

The advisory votes cover the compensation of CPIX’s named executive officers, whose pay is subject to periodic non-binding shareholder approval on the triennial schedule adopted by the Board.

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

Understanding 8-K Material Events →

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

Add on Google

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 21, 2026 (April 21, 2026)

Date of Report (date of earliest event reported)

CUMBERLAND PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)


Tennessee	001-33637	62-1765329
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1600 West End Avenue, Suite 1300 Nashville, Tennessee 37203

(Address of Principal Executive Offices)

(615) 255-0068

Registrant's telephone number, including area code

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(s)	Name of each exchange on which registered
Common Stock, no par value	CPIX	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. ☐

EXPLANATORY NOTE

On April 24, 2026, Cumberland Pharmaceuticals Inc. (the “Company” or "Cumberland") filed a Current Report on Form 8-K (the “Original Report”) to report on, among other matters, the results of the advisory vote of the shareholders on the frequency of future advisory votes in compensation of the Company's named executive officers. This Current Report on Form 8-K/A updates information provided on the Original Report, relating to disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders associated with the Cumberland Pharmaceuticals Inc. Annual Meeting of Shareholders held on April 21, 2026 (the “2026 Annual Meeting”).

Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2026 Annual Meeting, the Company’s shareholders voted on, among other matters, an advisory proposal concerning the frequency of future advisory votes on compensation of the Company's named executive officers. As originally reported, the frequency of every three years received the highest number of shareholder votes. In light of such voting results, and after further discussion by the Board of Directors, the Board has determined that advisory votes on compensation of the Company's named executive officers will be held every three years, until the next required advisory vote on the frequency of future advisory votes on executive compensation. The Company is required to hold advisory votes on the frequency of future advisory votes on executive compensation every six years.

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.

Cumberland Pharmaceuticals Inc.

Dated: September 11, 2026

By:

/s/ John Hamm

John Hamm

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents