Dogwood Therapeutics (DWTX) investors approve share increase and annual Say-on-Pay

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Dogwood Therapeutics, Inc. held its annual stockholder meeting, where investors approved an amendment to the Certificate of Incorporation to increase the number of authorized common and preferred shares. Stockholders also elected seven directors, ratified Forvis Mazars, LLP as auditor for 2026, and endorsed executive pay.

Holders of 31,791,500 common shares, representing 95.17% of the voting power as of the record date, were present in person or by proxy, providing a strong quorum. Stockholders supported holding advisory votes on executive compensation every year, and the Board agreed to include this annual vote in future proxy materials.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

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.

Key Figures

Shares represented at meeting: 31,791,500 shares Voting power represented: 95.17% Auditor ratification - For votes: 31,778,192 votes +4 more

7 metrics

Shares represented at meeting 31,791,500 shares Common stock present or by proxy at annual meeting

Voting power represented 95.17% Voting power of common stock as of April 21, 2026 record date

Auditor ratification - For votes 31,778,192 votes Ratification of Forvis Mazars, LLP for fiscal year 2026

Auditor ratification - Against votes 2,397 votes Opposition to Forvis Mazars, LLP ratification

Charter amendment - For votes 28,431,012 votes Approval to increase authorized common and preferred shares

Say-on-Frequency one-year option 28,682,394 votes Support for annual advisory vote on executive compensation

Say-on-Pay - For votes 28,662,176 votes Advisory approval of named executive officer compensation

Key Terms

certificate of amendment, Certificate of Incorporation, broker non-vote, Say-on-Frequency, +2 more

6 terms

certificate of amendment regulatory

"The Company filed a certificate of amendment to the Certificate of Incorporation"

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 Incorporation regulatory

"approved the amendment to the Company’s Certificate of Incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

broker non-vote financial

"For 28,684,078 | 7,501 | 3,099,921 Broker Non-Vote"

Say-on-Frequency financial

"advisory vote on the frequency of future advisory votes on named executive officer compensation (“Say-on-Frequency” proposal)"

Say-on-Pay financial

"Advisory vote on the compensation of our named executive officers (“Say-on-Pay” proposal)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

emerging growth company regulatory

"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/17/2026 - 04:55 PM Accepted by SEC EDGAR 06/17/2026 - 04:55 PM

FAQ

What did Dogwood Therapeutics (DWTX) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to increase authorized common and preferred shares, elected seven directors, ratified Forvis Mazars, LLP as auditor for 2026, and supported advisory Say-on-Pay and Say-on-Frequency proposals, confirming the company’s governance and capital structure plans.

How many Dogwood Therapeutics (DWTX) shares were represented at the 2026 annual meeting?

The meeting had 31,791,500 common shares represented, equal to 95.17% of the voting power as of April 21, 2026. This high participation level established a quorum and allowed all proposals to be validly approved by stockholders.

What charter change did Dogwood Therapeutics (DWTX) stockholders approve?

Stockholders approved an amendment to the Certificate of Incorporation to increase the number of authorized common and preferred shares. The company filed a certificate of amendment in Delaware, which became effective upon filing on June 17, 2026.

Which auditor did Dogwood Therapeutics (DWTX) stockholders ratify for 2026?

Stockholders ratified Forvis Mazars, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received strong support, with 31,778,192 votes for and minimal opposition or abstentions recorded.

What Say-on-Frequency choice did Dogwood Therapeutics (DWTX) investors support?

Investors backed holding Say-on-Pay advisory votes every one year, with 28,682,394 votes for that option. The Board adopted this preference and will include an annual advisory vote on executive compensation until the next required frequency vote.

Did Dogwood Therapeutics (DWTX) stockholders approve Say-on-Pay in 2026?

Yes. Stockholders approved the advisory Say-on-Pay proposal with 28,662,176 votes for, 25,962 against, and 3,441 abstentions. This advisory support reflects stockholder agreement with the company’s named executive officer compensation program.

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 16, 2026

DOGWOOD THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-39811	85-4314201
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

44 Milton Avenue

Alpharetta, GA

30009

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (866) 620-8655

(Former name or former address, if changed since last report): Not Applicable

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 $0.0001	DWTX	Nasdaq Capital Market

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))

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 16, 2026, Dogwood Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation as described in Proposal 3 in Item 5.07 below and in the Company’s definitive proxy statement for its Annual Meeting filed with the Securities and Exchange Commission on April 27, 2026. On June 17, 2026, the Company filed a certificate of amendment to the Certificate of Incorporation with the Secretary of State of Delaware, which became effective upon its filing.

The full text of the certificate of amendment to the Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2026, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 31,791,500 shares of common stock of the Company, representing 95.17% of the voting power of the shares of common stock of the Company as of the close of business on April 21, 2026, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. All matters voted upon at the Annual Meeting were approved with the required votes. The following proposals were submitted to a vote of the Company’s stockholders, with the voting results indicated below.

1. Election of Directors.

The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:



	For		Withheld		Broker Non-Vote
Abel De La Rosa, Ph.D.		28,684,078		7,501		3,099,921
Greg Duncan		28,682,224		9,355		3,099,921
David Keefer		28,680,250		11,329		3,099,921
John C. Thomas, Jr.		28,683,680		7,899		3,099,921
Melvin Toh, M.B.B.S.		28,682,093		9,486		3,099,921
Richard J. Whitley, M.D.		28,678,320		13,259		3,099,921
Alan Yu		28,678,659		12,920		3,099,921

2. Ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with the following votes tabulated:



For		Against		Abstain		Broker Non-Vote
	31,778,192		2,397		10,911		-

3. Approval of the amendment to the Dogwood Therapeutics, Inc. Certificate of Incorporation to increase the number of shares of common stock and preferred stock authorized for issuance.

The amendment to the Certificate of Incorporation was approved with the following votes tabulated:



For		Against		Abstain		Broker Non-Vote
	28,431,012		243,744		16,823		3,099,921

4. Advisory vote on the frequency of future advisory votes on named executive officer compensation (“Say-on-Frequency” proposal).

The Company’s stockholders approved, by an advisory vote, the Say-on-Frequency proposal, with the following votes tabulated:

One Year

Two Years

Three Years

Abstain

Broker Non-Vote

28,682,394

2,534

3,655

2,996

3,099,921

5. Advisory vote on the compensation of our named executive officers (“Say-on-Pay” proposal).

The Company’s stockholders approved, by an advisory vote, the compensation of its named executive officers, with the following votes tabulated:



For		Against		Abstain		Broker Non-Vote
	28,662,176		25,962		3,441		3,099,921

Based upon the results of the stockholder vote on Proposal Four, the Say-on-Frequency proposal, and the Board’s recommendation of “One Year” with respect to said Proposal, the Board has determined that the Company will include a stockholder vote on the compensation of executives in its proxy materials every year, until the next required vote on the frequency of stockholder votes on the compensation of executives as required by Section 14A(a)(2) of the Exchange Act.


Item 9.01	Financial Statement and Exhibits.

(d)Exhibits.


Exhibit Number		Description
3.1*		Certificate of Amendment of Certificate of Incorporation of Dogwood Therapeutics, Inc.

104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed Herewith

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.


	DOGWOOD THERAPEUTICS, INC.

	By:	/s/ Angela Walsh
	Name:	Angela Walsh
	Title:	Chief Financial Officer, Corporate Secretary and Treasurer
June 17, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents