Gossamer Bio investors back board and pay plan

Gossamer Bio, Inc. reported the results of its annual stockholder meeting.

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Form Type

8-K

Rhea-AI Filing Summary

Gossamer Bio, Inc. reported the results of its annual stockholder meeting. Stockholders re-elected Class II directors Faheem Hasnain and Russell Cox to three-year terms expiring at the 2029 annual meeting. Hasnain received 92,301,637 votes for and Cox received 88,975,980 votes for, with substantial broker non-votes recorded for each.

Stockholders also ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 163,185,993 votes for. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 111,286,550 votes for and 7,545,502 against.

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 Faheem Hasnain: 92,301,637 votes Votes for Russell Cox: 88,975,980 votes Auditor ratification for votes: 163,185,993 votes +4 more

7 metrics

Votes for Faheem Hasnain 92,301,637 votes Election as Class II director to 2029 annual meeting

Votes for Russell Cox 88,975,980 votes Election as Class II director to 2029 annual meeting

Auditor ratification for votes 163,185,993 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification against votes 1,192,448 votes Ratification of Ernst & Young LLP

Say-on-pay for votes 111,286,550 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 7,545,502 votes Advisory approval of named executive officer compensation

Broker non-votes on directors 45,450,098 votes Each Class II director election

Key Terms

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

5 terms

broker non-votes financial

"and the number of broker non-votes with respect to each matter, as applicable."

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

"Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year"

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 basis financial

"The approval, on an advisory basis, of the compensation of the Company's named executive officers."

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.

named executive officers financial

"The approval, on an advisory basis, of the compensation of the Company's named executive officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gossamer Bio (GOSS) shareholders decide about Class II directors?

Shareholders re-elected Faheem Hasnain and Russell Cox as Class II directors for terms expiring at the 2029 annual meeting. Hasnain received 92,301,637 votes for, while Cox received 88,975,980 votes for, with additional withheld and broker non-vote totals reported.

How did Gossamer Bio (GOSS) shareholders vote on the company’s independent auditor?

Shareholders ratified Ernst & Young LLP as Gossamer Bio’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The firm received 163,185,993 votes for, 1,192,448 against, and 41,170 abstentions, with no broker non-votes reported.

Was Gossamer Bio (GOSS) executive compensation approved in the say-on-pay vote?

Yes. On an advisory basis, shareholders approved compensation for the named executive officers with 111,286,550 votes for, 7,545,502 against, and 137,461 abstentions. There were 45,450,098 broker non-votes recorded on this executive compensation proposal.

What were the broker non-vote totals at the Gossamer Bio (GOSS) annual meeting?

Broker non-votes totaled 45,450,098 for the election of each Class II director and for the advisory vote on executive compensation. No broker non-votes were reported on the auditor ratification proposal, which had only for, against, and abstain votes.

Which fiscal year does the Gossamer Bio (GOSS) auditor ratification cover?

The auditor ratification covers the fiscal year ending December 31, 2026. Shareholders approved Ernst & Young LLP as the independent registered public accounting firm for that period, with a large majority of votes cast in favor of the selection.

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

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Accepted by SEC EDGAR 06/04/2026 - 05:34 PM EDT

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 4, 2026

GOSSAMER BIO, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38796	47-5461709
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3115 Merryfield Row, Suite 120

San Diego, California, 92121

(Address of Principal Executive Offices) (Zip Code)

(858) 684-1300

(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 (see General Instructions 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 Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

GOSS

Nasdaq Global Select 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.

The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

1.The election of two directors to serve as Class II directors for a three-year term to expire at the 2029 annual meeting of stockholders. The following two Class II directors were re-elected by the votes indicated:


	For	Withheld	Broker Non-Votes
Faheem Hasnain	92,301,637	26,667,876	45,450,098
Russell Cox	88,975,980	29,993,533	45,450,098

2.The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The selection was ratified by the votes indicated:


For	Against	Abstain	Broker Non-Votes
163,185,993	1,192,448	41,170	—

3.The approval, on an advisory basis, of the compensation of the Company's named executive officers. The compensation of the named executive officers was approved, on an advisory basis, by the votes indicated:


For	Against	Abstain	Broker Non-Votes
111,286,550	7,545,502	137,461	45,450,098

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 thereunto duly authorized.


	GOSSAMER BIO, INC.

Date: June 4, 2026	By:	/s/ Christian Waage
		Christian Waage
		Executive Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents