Cardiff Oncology 2026 shareholder meeting results

Cardiff Oncology, Inc. reported the results of its Annual Meeting of Stockholders held on June 11, 2026.

Rhea-AI Filing Summary

Cardiff Oncology, Inc. reported the results of its Annual Meeting of Stockholders held on June 11, 2026. A quorum of 41,614,848 common shares was represented in person or by proxy.

Stockholders elected six directors to serve until the 2027 Annual Meeting, including Dr. James O. Armitage, Dr. Rodney Markin, Mani Mohindru, Ph.D., Gary W. Pace, Ph.D., Renee P. Tannenbaum, Pharm.D., and Lâle White. Each nominee received approximately 18.7–18.9 million votes in favor and no votes against, with broker non-votes around 22.3 million.

Stockholders also ratified BDO USA, P.C. as independent registered public accounting firm for the fiscal year ended December 31, 2026, with 40,239,508 votes for and 1,070,807 against. An amendment to the 2021 Equity Incentive Plan to increase the number of shares issuable to 15,150,000 was approved with 10,740,460 votes for and 8,063,520 against. In a non-binding advisory vote, compensation of the named executive officers was approved with 17,120,176 votes for and 1,772,185 against.

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

Shares represented at meeting: 41,614,848 shares Votes for auditor ratification: 40,239,508 votes Equity plan share pool: 15,150,000 shares +3 more

6 metrics

Shares represented at meeting 41,614,848 shares Common stock represented for quorum at Annual Meeting

Votes for auditor ratification 40,239,508 votes For BDO USA, P.C. as auditor for year ended Dec 31, 2026

Equity plan share pool 15,150,000 shares Maximum shares issuable under amended 2021 Equity Incentive Plan

Equity plan approval votes for 10,740,460 votes Votes in favor of 2021 Equity Incentive Plan amendment

Say-on-pay votes for 17,120,176 votes Advisory approval of named executive officer compensation

Director vote example 18,942,979 votes Votes for director nominee Mani Mohindru, Ph.D.

Key Terms

Annual Meeting of Stockholders, broker non vote, Equity Incentive Plan, advisory vote, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 11, 2026, Cardiff Oncology, Inc. ... held its Annual Meeting of Stockholders"

broker non vote financial

"The result of the votes to elect the six (6) directors ... Broker Non Vote"

When a broker holds shares for a client but does not have the client’s instructions to vote on a particular corporate matter, the broker often cannot cast a ballot; this is called a broker non-vote. It matters to investors because those uncast votes can change whether proposals pass, especially on important governance or merger issues, so active voting by investors can directly influence company decisions like a missing voice in a group vote.

Equity Incentive Plan financial

"An amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares issuable thereunder"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

advisory vote financial

"The advisory vote on the compensation of the Company’s named executive officers was approved"

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.

independent registered public accounting firm financial

"The appointment of BDO USA, P.C. 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.

FAQ

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

What did Cardiff Oncology (CRDF) stockholders vote on at the 2026 Annual Meeting?

Cardiff Oncology stockholders elected six directors, ratified BDO USA, P.C. as auditor, approved an increase in the 2021 Equity Incentive Plan share pool, and backed executive compensation in an advisory say-on-pay vote, based on proposals described in the company’s proxy statement.

How many Cardiff Oncology (CRDF) shares were represented at the 2026 Annual Meeting?

A total of 41,614,848 Cardiff Oncology common shares were represented in person or by proxy, constituting a quorum for conducting business and allowing votes on director elections, auditor ratification, the equity incentive plan amendment, and the advisory vote on executive compensation.

Were all Cardiff Oncology (CRDF) director nominees elected at the 2026 Annual Meeting?

Yes, all six director nominees were elected. Each received between about 18.7 million and 18.9 million votes for, zero votes against, several hundred thousand abstentions, and approximately 22.3 million broker non-votes recorded on each director election proposal.

Did Cardiff Oncology (CRDF) stockholders approve the 2021 Equity Incentive Plan amendment?

Yes, stockholders approved amending the 2021 Equity Incentive Plan to increase issuable shares to 15,150,000. The vote totaled 10,740,460 for, 8,063,520 against, 525,431 abstentions, and 22,285,437 broker non-votes on this compensation-related proposal.

How did Cardiff Oncology (CRDF) stockholders vote on executive compensation in 2026?

Stockholders approved the advisory say-on-pay proposal. There were 17,120,176 votes for, 1,772,185 votes against, 437,049 abstentions, and 22,285,438 broker non-votes, indicating support for the compensation of the company’s named executive officers for the covered period.

Who is Cardiff Oncology’s (CRDF) independent auditor for the year ended December 31, 2026?

BDO USA, P.C. was ratified as Cardiff Oncology’s independent registered public accounting firm for the fiscal year ended December 31, 2026, receiving 40,239,508 votes for, 1,070,807 votes against, and 304,529 abstentions, with 4 broker non-votes reported.

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

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Accepted by SEC EDGAR 06/11/2026 - 04:15 PM EDT Learn about SEC filing dates

0001213037false00012130372026-06-112026-06-11

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 11, 2026

Cardiff Oncology, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-35558	27-2004382
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
11055 Flintkote Avenue
San Diego, California				92121
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 952-7570

(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		CRDF		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 ☐

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 11, 2026, Cardiff Oncology, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 41,614,848 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 23, 2026 are as follows:

Proposal 1. All of the six (6) nominees for director were elected to serve until the 2027 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the six (6) directors was as follows:

Directors		For				Against				Abstain				Broker Non Vote
Dr. James O. Armitage			18,806,657				0				522,756				22,285,435
Dr. Rodney Markin			18,647,050				0				682,361				22,285,437
Mani Mohindru, Ph.D.			18,942,979				0				386,435				22,285,434
Gary W. Pace, Ph.D.			18,877,743				0				451,668				22,285,437
Renee P. Tannenbaum, Pharm.D.			18,790,068				0				539,345				22,285,435
Lâle White			18,710,040				0				619,373				22,285,435

Proposal 2. The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2026 was ratified and approved by the stockholders by the votes set forth in the table below:

For		Against		Abstain		Broker Non Vote
40,239,508		1,070,807		304,529		4

Proposal 3. An amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares issuable thereunder to 15,150,000 shares was approved by the stockholders by the votes set forth in the table below:

For		Against		Abstain		Broker Non Vote
10,740,460		8,063,520		525,431		22,285,437

Proposal 4. The advisory vote on the compensation of the Company’s named executive officers was approved by the stockholders by the votes set forth in the table below:

For		Against		Abstain		Broker Non Vote
17,120,176		1,772,185		437,049		22,285,438

2

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.

			CARDIFF ONCOLOGY, INC.
Date:	June 11, 2026	By:	/s/ Mani Mohindru
			Mani Mohindru Chief Executive Officer

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