Cardiff Oncology (CRDF) shareholders back board, auditor and equity plan
Filing Impact
Filing Sentiment
Form Type
8-K
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.
Positive
- None.
Negative
- None.
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
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.
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.