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Curis (NASDAQ: CRIS) wins shareholder approval to double authorized common stock

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

Rhea-AI Filing Summary

Curis, Inc. reported that stockholders approved a major amendment to its charter to increase total authorized capital stock from 288,757,150 to 572,514,300 shares, including an increase in authorized common stock from 283,757,150 to 567,514,300 shares. The amendment became effective upon filing in Delaware.

The company also filed a Certificate of Elimination to remove the designations for its Series A Convertible Exchangeable Preferred Stock and Series B Convertible Non-Redeemable Preferred Stock, returning those shares to undesignated preferred stock. At the same annual meeting, two Class III directors were re-elected, executive compensation received majority support in a nonbinding vote, and PricewaterhouseCoopers LLP was ratified as independent auditor for the 2026 fiscal year.

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Insights

Curis gains broad shareholder approval to roughly double authorized common stock and simplify its capital structure.

Curis, Inc. received stockholder approval to increase authorized common stock to 567,514,300 shares and total authorized capital stock to 572,514,300 shares. This change expands potential future equity issuance capacity but does not itself issue new shares.

The company also eliminated the specific designations for its Series A and Series B preferred stock, returning those shares to general authorized preferred status. Governance items were broadly supported: director nominees each received over 20.4 million votes, the advisory say-on-pay resolution passed, and PricewaterhouseCoopers LLP was ratified as auditor for the year ending December 31, 2026.

Future equity activity, if any, would depend on subsequent board and stockholder actions and would be disclosed in later filings. The current information focuses on authorization, voting outcomes, and charter housekeeping rather than immediate financing transactions.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized capital stock before change 288,757,150 shares Total authorized capital stock prior to May 19, 2026 amendment
Authorized capital stock after change 572,514,300 shares Total authorized capital stock following charter amendment
Authorized common stock before change 283,757,150 shares Authorized common stock prior to amendment
Authorized common stock after change 567,514,300 shares Authorized common stock following amendment
Votes for common stock authorization increase 21,649,122 votes Proposal 4 shareholder support at annual meeting
Director votes for Kenneth I. Kaitin 20,520,545 for / 202,445 withheld Class III director election results
Say-on-pay support 16,379,076 for Nonbinding advisory vote on executive compensation
Auditor ratification votes for PwC 23,513,646 for Ratification of 2026 independent registered public accounting firm
Certificate of Amendment regulatory
"adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Certificate of Elimination regulatory
"the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware"
Series A Convertible Exchangeable Preferred Stock financial
"the Certificate of Designation with respect to the Company’s Series A Convertible Exchangeable Preferred Stock (the “Series A Preferred Stock”)"
Series B Convertible Non-Redeemable Preferred Stock financial
"the Certificate of Designation with respect to the Company’s Series B Convertible Non-Redeemable Preferred Stock (the “Series B Preferred Stock”)"
Series B convertible non-redeemable preferred stock is a class of ownership that sits above common shares in the payout order, often created during a later funding round; it typically pays a fixed return and gives holders the option to convert into common shares. Non-redeemable means the company cannot force a buyback, so investors keep the choice to convert or remain preferred, which affects control, potential upside, and downside protection—important for valuing ownership and exit outcomes.
nonbinding advisory proposal regulatory
"A nonbinding advisory proposal on the compensation of the Company’s named executive officers was approved"
Broker Non-Votes financial
"Name | For | Withheld | Broker Non-Votes Martyn D. Greenacre | 20,415,639 | 307,351 | 2,886,388"
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.
Understanding 8-K Material Events →
000110820512-31false00011082052026-05-192026-05-19

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): May 19, 2026
Curis, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware000-3034704-3505116
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)
128 Spring Street, Building C - Suite 500, Lexington, MA 02421
(Address of Principal Executive Offices) (Zip Code)
(617) 503-6500
(Registrant's telephone number, including area code)
Not Applicable
(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 classTrading SymbolName of each exchange on which registered
Common Stock, Par Value $0.01 per shareCRIS
Nasdaq Capital 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 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 below is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2026, Curis, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of the Company’s capital stock from 288,757,150 to 572,514,300 and the number of authorized shares of its common stock from 283,757,150 to 567,514,300 (the “Certificate of Amendment”). The additional shares of Common Stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on May 19, 2026, which was effective upon filing. The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In addition, on May 19, 2026, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware, which was effective upon filing, eliminating from the Company’s Certificate of Incorporation, the Certificate of Designation with respect to the Company’s Series A Convertible Exchangeable Preferred Stock (the “Series A Preferred Stock”) and the Certificate of Designation with respect to the Company’s Series B Convertible Non-Redeemable Preferred Stock (the “Series B Preferred Stock”). The shares of Series A Preferred Stock and Series B Preferred Stock have been returned to the status of authorized and unissued shares of preferred stock of the Company, without designation as to series. The foregoing summary of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2026. The voting results are set forth below.
1.The following nominees were elected to the Board as Class III directors for terms of three years expiring at the Company’s 2029 annual meeting of stockholders:
NameForWithheldBroker Non-Votes
Martyn D. Greenacre20,415,639307,3512,886,388
Kenneth I. Kaitin, Ph.D.20,520,545202,4452,886,388

2.A nonbinding advisory proposal on the compensation of the Company’s named executive officers was approved:
ForAgainstAbstainBroker Non-Votes
16,379,076346,2703,997,6442,886,388

3.The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified:
ForAgainstAbstainBroker Non-Votes
23,513,64662,88132,851—

4.The amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock was adopted and approved:
ForAgainstAbstainBroker Non-Votes
21,649,1221,768,174192,082—

5.The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event there are insufficient votes to approve Proposal 4 was approved:


ForAgainstAbstainBroker Non-Votes
22,767,275774,60367,500—

Although Proposal 5 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposal 4.


Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
3.1
Certificate of Amendment to the Restated Certificate of Incorporation of Curis, Inc., as amended
3.2
Certificate of Elimination of the Company’s Series A Convertible Exchangeable Preferred Stock and Series B Convertible Non-Redeemable Preferred Stock
104Cover Page Interactive Data File (embedded within the InLine XBRL document)


SIGNATURE
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.
 Curis, Inc.
   
  
Date:May 22, 2026By: /s/ Diantha Duvall
  Diantha Duvall
  Chief Financial Officer
  

Source: View Original Filing on SEC EDGAR

FAQ

What charter change did Curis (CRIS) shareholders approve at the 2026 annual meeting?

Shareholders approved increasing total authorized capital stock to 572,514,300 shares, including 567,514,300 authorized common shares. This significantly expands Curis’s capacity to issue equity in the future, though no new shares are issued solely by this authorization change.

How did Curis (CRIS) shareholders vote on the increase in authorized common stock?

The amendment to increase authorized common stock was adopted with 21,649,122 votes for, 1,768,174 against, and 192,082 abstentions. There were no broker non-votes on this proposal, indicating strong participation on this key capital-structure item.

What happened to Curis’s Series A and Series B preferred stock designations?

Curis filed a Certificate of Elimination removing the Series A Convertible Exchangeable Preferred Stock and Series B Convertible Non-Redeemable Preferred Stock designations. Those shares revert to authorized, unissued preferred stock without series designation, simplifying the company’s preferred capital structure language.

Were Curis (CRIS) director nominees re-elected at the 2026 annual meeting?

Yes. Class III directors Martyn D. Greenacre and Kenneth I. Kaitin, Ph.D., were re-elected. Greenacre received 20,415,639 votes for and 307,351 withheld, while Kaitin received 20,520,545 votes for and 202,445 withheld, with 2,886,388 broker non-votes for each.

Did Curis (CRIS) shareholders approve the say-on-pay proposal in 2026?

Yes. The nonbinding advisory vote on named executive officer compensation passed with 16,379,076 votes for, 346,270 against, and 3,997,644 abstentions. There were 2,886,388 broker non-votes, indicating overall shareholder support for the company’s executive pay practices.

Which audit firm did Curis (CRIS) shareholders ratify for the 2026 fiscal year?

Shareholders ratified PricewaterhouseCoopers LLP as Curis’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 23,513,646 for, 62,881 against, and 32,851 abstentions, with no broker non-votes reported on this proposal.

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