Shareholders at Cumberland (NASDAQ: CPIX) back board, auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cumberland Pharmaceuticals Inc. reported the results of its annual shareholder meeting held in Nashville, Tennessee on April 21, 2026. Shareholders elected Class I directors Kenneth J. Krogulski and Caroline R. Young, each receiving over 98% of votes cast, with Krogulski supported by 9,561,336 votes and Young by 9,479,023 votes.

Shareholders also ratified the appointment of Carr, Riggs & Ingram, LLC as independent registered public accounting firm for the year ending December 31, 2026, with 12,714,116 votes in favor. An advisory vote approved the compensation of named executive officers, and another advisory vote indicated a strong preference to hold this say‑on‑pay vote every three years, supported by 7,844,848 votes.

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 Krogulski: 9,561,336 votes Votes for Young: 9,479,023 votes Auditor ratification support: 12,714,116 votes +3 more

6 metrics

Votes for Krogulski 9,561,336 votes Election of Class I director; 99.52% in favor

Votes for Young 9,479,023 votes Election of Class I director; 98.66% in favor

Auditor ratification support 12,714,116 votes Votes for Carr, Riggs & Ingram, LLC as 2026 auditor; 99.82% in favor

Say-on-pay approval votes 9,350,671 votes Advisory approval of named executive officers’ compensation

Say-on-pay frequency: 3 years 7,844,848 votes Advisory vote favoring say-on-pay every three years

Say-on-pay frequency: 1 year 1,733,309 votes Advisory vote favoring annual say-on-pay

Key Terms

advisory vote, named executive officers, independent registered public accounting firm, frequency of the advisory vote

4 terms

advisory vote financial

"to provide shareholders an opportunity to participate in an 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.

named executive officers financial

"Provide advisory approval of the 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.

independent registered public accounting firm financial

"the appointment of Carr, Riggs & Ingram, LLC as our independent registered public accounting firm for the 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.

frequency of the advisory vote financial

"Provide advisory approval of the frequency of the advisory vote on the compensation of the Company’s named executive officers."

Understanding 8-K Material Events →

04/24/2026 - 05:08 PM

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

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.)

2525 West End Avenue, Suite 950 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. ☐

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

On April 21, 2026, the annual meeting of shareholders of Cumberland Pharmaceuticals Inc. (the "Company") was held in Nashville, Tennessee. The following matters were voted upon and approved by the Company's shareholders:

(1) the election of three (2) Class I Directors;

(2) the ratification of the appointment of Carr, Riggs & Ingram, LLC as our independent registered public accounting firm for the year ending December 31, 2026;

(3) to provide shareholders an opportunity to participate in an advisory vote on executive compensation; and

(4) to provide shareholders an opportunity to participate in an advisory vote regarding the frequency of the advisory vote on the compensation of the Company's named executives.

The voting results were as follows:


	For	Against	Withheld	Abstentions	% of Votes in Favor
Kenneth J. Krogulski	9,561,336	—	46,137	—	99.52%
Caroline R. Young	9,479,023	—	128,450	—	98.66%
Appointment of Carr, Riggs & Ingram LLC as our independent registered public accounting firm for the year ending December 31, 2026	12,714,116	19,033	—	3,426	99.82%
Provide advisory approval of the compensation of the Company's named executive officers	9,350,671	206,888	—	49,914	99.82%
	Every Year	Every Other Year	Every Three Years	Abstentions
Provide advisory approval of the frequency of the advisory vote on the compensation of the Company’s named executive officers.	1,733,309	7,437	7,844,848	21,879

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: April 22, 2026

By:

/s/ John Hamm

John Hamm

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Cumberland Pharmaceuticals (CPIX) shareholders approve at the 2026 annual meeting?

Shareholders elected two Class I directors, ratified Carr, Riggs & Ingram, LLC as auditor for 2026, approved an advisory vote on executive compensation, and expressed a preference on how frequently that say-on-pay vote should occur.

How strongly were Cumberland Pharmaceuticals (CPIX) directors supported in the 2026 vote?

Kenneth J. Krogulski received 9,561,336 votes for and 46,137 withheld, or 99.52% in favor. Caroline R. Young received 9,479,023 votes for and 128,450 withheld, or 98.66% in favor, indicating broad shareholder support for both directors.

Did Cumberland Pharmaceuticals (CPIX) shareholders ratify the 2026 independent auditor?

Yes. Shareholders ratified Carr, Riggs & Ingram, LLC as the independent registered public accounting firm for the year ending December 31, 2026, with 12,714,116 votes for, 19,033 against, and 3,426 abstentions, reflecting 99.82% support in favor.

How did Cumberland Pharmaceuticals (CPIX) shareholders vote on executive compensation?

Shareholders gave advisory approval to the compensation of the company’s named executive officers, with 9,350,671 votes for, 206,888 against, and 49,914 abstentions. This outcome shows a high level of support for the current executive pay program.

What say-on-pay frequency did Cumberland Pharmaceuticals (CPIX) shareholders prefer?

In the advisory vote on frequency of executive compensation votes, 7,844,848 votes favored holding the say-on-pay vote every three years, compared with 1,733,309 for every year, 7,437 for every other year, and 21,879 abstentions, indicating a clear preference for a three-year cycle.

Filing Exhibits & Attachments

3 documents