Cypherpunk Technologies (NASDAQ: CYPH) 2026 annual meeting voting outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cypherpunk Technologies Inc. reported results from its 2026 annual stockholder meeting held on June 18, 2026. Stockholders elected Class III directors Will McEvoy and Nissim Mashiach to serve until the 2029 annual meeting and until their successors are elected and qualified.

Stockholders also approved, on an advisory basis, the executive compensation of the company’s named executive officers, with 20,681,997 votes for, 4,286,839 against, and 658,610 abstaining, alongside broker non-votes. In addition, they ratified the appointment of EisnerAmper LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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 Will McEvoy: 24,927,307 votes Votes for Nissim Mashiach: 22,174,332 votes Say-on-pay votes for: 20,681,997 votes +4 more

7 metrics

Votes for Will McEvoy 24,927,307 votes Election as Class III director at 2026 annual meeting

Votes for Nissim Mashiach 22,174,332 votes Election as Class III director at 2026 annual meeting

Say-on-pay votes for 20,681,997 votes Advisory approval of executive compensation

Say-on-pay votes against 4,286,839 votes Advisory approval of executive compensation

Auditor ratification votes for 51,710,093 votes Ratification of EisnerAmper LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 1,513,757 votes Ratification of EisnerAmper LLP for fiscal year ending December 31, 2026

Auditor ratification abstentions 110,376 votes Ratification of EisnerAmper LLP for fiscal year ending December 31, 2026

Key Terms

broker non-votes, emerging growth company, executive compensation, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 20,681,997 | | 4,286,839 | | 658,610 | | 27,706,780"

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.

emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

executive compensation financial

"The Company’s stockholders approved, on an advisory basis, the executive compensation of the Company’s named executive officers."

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

independent registered public accounting firm regulatory

"The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified."

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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 18, 2026."

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Understanding 8-K Material Events →

06/22/2026 - 04:05 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

Date of Report (Date of earliest event reported): June 18, 2026

Cypherpunk Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37990		27-4412575
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

47 Thorndike Street, Suite B1-1
Cambridge, MA 02141

(Address of Principal Executive Office) (Zip Code)

(617) 714-0360

(Registrant’s telephone number, including area code)

N/A

(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, par value $0.001 per share		CYPH		The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

(a)            Cypherpunk Technologies Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 18, 2026.

(b)            The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.

(1) The following director nominees were elected to serve as Class III directors until the Company’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Will McEvoy	24,927,307	700,139	27,706,780
Nissim Mashiach	22,174,332	3,453,114	27,706,780

(2) The Company’s stockholders approved, on an advisory basis, the executive compensation of the Company’s named executive officers.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
20,681,997		4,286,839		658,610		27,706,780

(3) The appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified.

Votes For		Votes Against		Votes Abstaining
51,710,093		1,513,757		110,376

9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	CYPHERPUNK TECHNOLOGIES INC.

Date: June 22, 2026	/s/ Douglas E. Onsi
	Douglas E. Onsi
	President & CEO

Source: View Original Filing on SEC EDGAR

FAQ

What key decisions were made at Cypherpunk (CYPH) 2026 annual meeting?

Stockholders elected two Class III directors, approved executive pay on an advisory basis, and ratified EisnerAmper LLP as auditor for 2026. These outcomes maintain the current board structure and confirm support for leadership’s compensation practices and choice of independent accounting firm.

Which directors were elected at Cypherpunk (CYPH) 2026 annual meeting?

Will McEvoy and Nissim Mashiach were elected as Class III directors. They will serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, providing continuity on the company’s board of directors for the coming years.

How did Cypherpunk (CYPH) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, executive compensation with 20,681,997 votes for, 4,286,839 against, and 658,610 abstaining. This non-binding vote indicates support for the company’s approach to named executive officer pay as presented to investors.

Who is Cypherpunk (CYPH) auditor for the year ending December 31, 2026?

Stockholders ratified EisnerAmper LLP as Cypherpunk’s independent registered public accounting firm for 2026. The ratification received 51,710,093 votes for, 1,513,757 against, and 110,376 abstaining, confirming investor acceptance of EisnerAmper’s continued role.

What were the broker non-votes at the Cypherpunk (CYPH) 2026 meeting?

On director elections and the advisory pay vote, there were 27,706,780 broker non-votes. Broker non-votes occur when brokers lack authority to vote uninstructed shares on certain proposals, and they can affect quorum and approval thresholds depending on applicable rules.

Filing Exhibits & Attachments

3 documents