DiaMedica Therapeutics (NASDAQ: DMAC) investors approve directors, pay and 3.5M-share incentive plan boost

Rhea-AI Filing Summary

DiaMedica Therapeutics Inc. reported results from its 2026 Annual General Meeting of Shareholders. All seven incumbent directors were re-elected, with most nominees receiving over 10 million votes in favor. Shareholders also ratified Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026.

On an advisory basis, shareholders approved the company’s executive compensation, with 9,928,381 votes for and 271,093 against. They also approved an amendment to the Amended and Restated 2019 Omnibus Incentive Plan to increase the number of shares available under the plan by 3,500,000 shares.

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

Auditor ratification votes for: 20,950,404 votes Auditor votes withheld: 578,926 votes Executive compensation votes for: 9,928,381 votes +5 more

8 metrics

Auditor ratification votes for 20,950,404 votes Appointment of Baker Tilly US, LLP for year ending December 31, 2026

Auditor votes withheld 578,926 votes Appointment of Baker Tilly US, LLP

Executive compensation votes for 9,928,381 votes Advisory approval of executive compensation

Executive compensation votes against 271,093 votes Advisory approval of executive compensation

Incentive plan increase 3,500,000 shares Additional shares under Amended and Restated 2019 Omnibus Incentive Plan

Incentive plan votes for 9,693,413 votes Approval of incentive plan amendment

Incentive plan votes against 510,487 votes Approval of incentive plan amendment

Broker non-votes on key proposals 11,180,693 votes Director elections, say-on-pay, and incentive plan amendment

Key Terms

broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, Amended and Restated 2019 Omnibus Incentive Plan, +1 more

5 terms

broker non-votes financial

"Votes For ... Votes Against ... Abstain ... Broker Non-Votes"

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.

independent registered public accounting firm financial

"to appoint Baker Tilly US, LLP 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.

advisory (non-binding) basis financial

"to approve, on an advisory (non-binding) basis, the Company’s executive compensation"

Amended and Restated 2019 Omnibus Incentive Plan financial

"approve an amendment to the Company’s Amended and Restated 2019 Omnibus Incentive Plan"

voting common shares financial

"Voting common shares , no par value per share"

Understanding 8-K Material Events →

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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 20, 2026

DIAMEDICA THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	001-36291	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 Carlson Parkway, Suite 210 Minneapolis, Minnesota	55305
(Address of principal executive offices)	(Zip Code)

(763) 496-5454

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Voting common shares, no par value per share	DMAC	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.

DiaMedica Therapeutics Inc. (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “2026 AGM”) on May 20, 2026.

At the 2026 AGM, the Company’s shareholders considered four voting proposals, each of which is described in detail in the Company’s definitive proxy statement for the 2026 AGM filed with the United States Securities and Exchange Commission on April 1, 2026.

The final voting results of each voting proposal brought before a vote of the Company’s shareholders at the 2026 AGM are set forth below:

Voting Proposal One - Election of Directors

The seven director nominees, all incumbent directors, proposed by the Board were re-elected to serve as members of the Board until the next annual general meeting of shareholders and until their respective successors are duly elected and qualified based on the following voting results:

		Votes For				Votes Withheld				Broker Non-Votes
Michael Giuffre, M.D.			10,119,610				229,027				11,180,693
Rick Kuntz, M.D., M.Sc.			10,166,733				181,904				11,180,693
Tanya Lewis			10,136,190				212,447				11,180,693
Daniel O’Connor			5,217,758				5,130,879				11,180,693
James Parsons			10,035,604				313,033				11,180,693
Rick Pauls			10,178,755				169,882				11,180,693
Charles Semba, M.D.			10,161,380				187,257				11,180,693

Voting Proposal Two – Ratification of Independent Registered Public Accounting Firm

The voting proposal to appoint Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 and authorize the Board to fix the Company’s independent registered public accounting firm’s remuneration was approved based on the following voting results:

Votes For			Votes Withheld				Broker Non-Votes
20,950,404			578,926				0

Voting Proposal Three – Advisory Vote to Approve of Executive Compensation

The voting proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation was approved based on the following voting results:

Votes For			Votes Against				Abstain				Broker Non-Votes
9,928,381			271,093				149,163				11,180,693

Voting Proposal Four – Amendment and Restatement of the Amended and Restated 2019 Omnibus Incentive Plan

The voting proposal to approve an amendment to the Company’s Amended and Restated 2019 Omnibus Incentive Plan to increase the number of shares available under the plan by 3,500,000 shares was approved based on the following voting results:

Votes For			Votes Against				Abstain				Broker Non-Votes
9,693,413			510,487				144,737				11,180,693

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.

	DIAMEDICA THERAPEUTICS INC.
	By:	/s/ Scott Kellen
		Scott Kellen
		Chief Financial Officer and Secretary

Date:  May 21, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB