CorMedix (CRMD) shareholders affirm directors but vote down multiple charter amendments

Rhea-AI Filing Summary

CorMedix Inc. reported results from its 2026 annual meeting of stockholders held on June 23, 2026. Stockholders elected all seven director nominees, each receiving more votes for than withheld. They also approved, on a non-binding advisory basis, 2025 compensation for named executive officers and ratified CBIZ CPAs P.C. as independent auditor for the 2026 fiscal year.

Several proposed amendments to the company’s charter did not receive sufficient support, including ratification of Certificate of Designation amendments, technical charter changes, updates to class voting on preferred stock terms, an exclusive forum provision, and expanded officer liability protections permitted by Delaware law.

Insights

Corporate governance analyst

Directors and pay endorsed; governance changes stall.

Stockholders of CorMedix Inc. backed the existing board and approved executive pay and the 2026 auditor, signaling broad support for current leadership and oversight of financial reporting. All seven director nominees received strong majorities of votes cast.

By contrast, multiple charter-related proposals failed to clear the required thresholds, including changes to preferred stock voting, exclusive forum provisions, and expanded officer exculpation. This suggests investors were more cautious about shifting governance terms than about reaffirming management and the board.

The combination of board re-election, advisory approval of compensation, and rejection of several structural charter changes means the company continues under its current leadership framework while maintaining its prior governance baseline. Future proxy materials may clarify whether similar proposals are reintroduced.

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 highest-supported director: 38,658,138 votes Say-on-pay support: 29,298,076 votes for Say-on-pay opposition: 9,835,841 votes against +4 more

7 metrics

Votes for highest-supported director 38,658,138 votes Gregory Duncan director election

Say-on-pay support 29,298,076 votes for 2025 executive compensation advisory vote

Say-on-pay opposition 9,835,841 votes against 2025 executive compensation advisory vote

Auditor ratification support 59,398,171 votes for CBIZ CPAs P.C. for fiscal year ending December 31, 2026

COD Amendments for votes 37,252,768 votes for Certificate of Designation Amendments ratification proposal

Exclusive forum for votes 36,892,460 votes for Exclusive forum charter amendment proposal

Officer liability proposal for votes 33,425,309 votes for Officer liability charter amendment proposal

Key Terms

non-binding advisory, independent registered public accounting firm, Certificate of Designation Amendments, exclusive forums, +1 more

5 terms

non-binding advisory financial

"Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers for 2025."

A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.

independent registered public accounting firm financial

"to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal 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.

Certificate of Designation Amendments regulatory

"Proposal No. 4 – Ratification of the COD Amendments. Proposal No. 4 was to ratify the Certificate of Designation Amendments"

exclusive forums regulatory

"to designate the exclusive forums in which certain claims relating to the Company may be brought."

duty of care regulatory

"to limit certain officers’ personal liability for monetary damages for breaches of the duty of care, as permitted by Delaware law."

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Understanding 8-K Material Events →

Available on EDGAR 06/24/2026 - 04:32 PM Accepted by SEC EDGAR 06/24/2026 - 04:30 PM Learn about SEC filing dates

FALSE000141009800014100982026-06-232026-06-23

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 23, 2026

CORMEDIX INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34673

20-5894890

(State of other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

389 Interpace Parkway, Suite 450 Parsippany, NJ						07054
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (908) 517-9500

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 Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

CRMD

Nasdaq Global 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 June 23, 2026, CorMedix Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on the following proposals at the Annual Meeting, casting their votes as described below. For more information about the following proposals, please see the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”).

Proposal No. 1 - Election of Directors. The following individuals, each of whom was named as a nominee in the Proxy Statement, were elected by the Company’s stockholders by a plurality of votes cast to serve on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders. Information on the vote relating to each director standing for election is set forth below:

Nominee						FOR												WITHHELD												BROKER NON-VOTES
Janet Dillione						33,405,546												7,570,621												20,258,890
Gregory Duncan						38,658,138												2,318,029												20,258,890
Alan W. Dunton						38,000,071												2,976,096												20,258,890
Myron Kaplan						35,804,495												5,171,672												20,258,890
Steven Lefkowitz						38,578,630												2,397,537												20,258,890
Robert Stewart						38,529,620												2,446,547												20,258,890
Joseph Todisco						38,413,154												2,563,013												20,258,890

Proposal No. 2 - Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers for 2025. Proposal No. 2 was to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for 2025, as disclosed in the Proxy Statement. The proposal was approved. The results of the vote taken were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
29,298,076						9,835,841						1,842,250						20,258,890

Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. Proposal No. 3 was to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved. The results of the vote taken were as follows:

FOR						AGAINST						ABSTAIN
59,398,171						1,481,251						355,635

 Proposal No. 4 – Ratification of the COD Amendments. Proposal No. 4 was to ratify the Certificate of Designation Amendments (as described in the Proxy Statement). The proposal was not approved. The results of the vote taken were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
37,252,768						3,181,442						543,957						20,258,890

Proposal No. 5 – Amended and Restated Charter. Proposal No. 5 was to approve the amendments to the Company’s amended and restated Certificate of Incorporation (the “Charter”) to make technical changes (as described in the Proxy Statement). The proposal was not approved. The results of the vote taken were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
38,146,624						2,400,082						431,461						20,258,890

 Proposal No. 6 – Class Voting. Proposal No. 6 was to approve an amendment to the Company’s Charter to update the approval process for amendments relating solely to the terms of one or more series of preferred stock by permitting such amendments to be approved by the holders of the applicable series, without a separate vote of common stockholders, to the extent permitted by Delaware law and provided that no changes are made to the terms of common stock. The proposal was not approved. The results of the vote taken were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
29,985,141						10,594,755						396,271						20,258,890

 Proposal No. 7 – Exclusive Forum. Proposal No. 7 was to approve an amendment to the Company’s Charter to designate the exclusive forums in which certain claims relating to the Company may be brought. The proposal was not approved. The results of the vote taken were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
36,892,460						3,676,570						407,137						20,258,890

 Proposal No. 8 – Updating Officer Liability Provisions as Permitted by Delaware Law. Proposal No. 8 was to approve an amendment to the Company’s Charter to limit certain officers’ personal liability for monetary damages for breaches of the duty of care, as permitted by Delaware law. The proposal was not approved. The results of the vote taken were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
33,425,309						7,045,816						505,042						20,258,890

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.

			CORMEDIX INC.
Date: June 24, 2026			By:			/s/ Joseph Todisco
			Name:			Joseph Todisco
			Title:			Chief Executive Officer

FAQ

What did CorMedix Inc. (CRMD) stockholders decide on director elections in 2026?

Stockholders elected all seven director nominees to serve until the 2027 annual meeting. Each nominee, including Janet Dillione and Joseph Todisco, received more votes “for” than “withheld,” with broker non-votes recorded but not counted against the candidates.

How did CorMedix (CRMD) investors vote on 2025 executive compensation?

Investors approved 2025 named executive officer compensation on a non-binding advisory basis. The proposal received 29,298,076 votes for, 9,835,841 against, and 1,842,250 abstentions, with an additional 20,258,890 broker non-votes not counted as opposition.

Which auditor did CorMedix Inc. (CRMD) stockholders ratify for 2026?

Stockholders ratified CBIZ CPAs P.C. as CorMedix’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The auditor ratification received 59,398,171 votes for, 1,481,251 against, and 355,635 abstentions, indicating strong support for the existing audit relationship.

What happened to CorMedix’s (CRMD) Certificate of Designation Amendments proposal?

The proposal to ratify Certificate of Designation Amendments did not receive sufficient approval. It drew 37,252,768 votes for, 3,181,442 against, and 543,957 abstentions, along with 20,258,890 broker non-votes, leaving the amendments unratified under the applicable voting standards.

Did CorMedix (CRMD) stockholders approve technical amendments to the charter?

Stockholders did not approve technical amendments to CorMedix’s amended and restated certificate of incorporation. The charter changes received 38,146,624 votes for, 2,400,082 against, and 431,461 abstentions, plus 20,258,890 broker non-votes, which was insufficient under the required approval thresholds.

How did CorMedix (CRMD) investors vote on exclusive forum and officer liability changes?

Stockholders did not approve adding an exclusive forum provision or expanding officer liability protections permitted by Delaware law. The exclusive forum proposal drew 36,892,460 votes for, while the officer liability update received 33,425,309 votes for, with both facing notable opposition and broker non-votes.

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