STOCK TITAN

Grace Therapeutics holders back board, pay plan

Grace Therapeutics’ 2026 annual meeting approved all director nominees, executive pay on an advisory basis, annual say‑on‑pay frequency, and ratified KPMG as auditor.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Grace Therapeutics, Inc. (GRCE) reported the results of its September 17, 2026 Annual Meeting of Stockholders, where stockholders representing 9,973,325 shares, or 61.28% of the 16,274,026 shares outstanding as of July 20, 2026, were present or represented by proxy.

All five director nominees (Vimal Kavuru, A. Brian Davis, Prashant Kohli, S. George Kottayil and Edward Neugeboren) were elected, each receiving about 6.0 million votes for and approximately 3.93 million broker non-votes. Stockholders approved, on an advisory basis, named executive officer compensation, with 5,740,999 votes for, and ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 9,878,292 votes for.

In a separate advisory vote on the frequency of future say‑on‑pay votes, stockholders expressed a preference for an annual vote, with 5,772,652 votes for “1 year,” and the Board determined to include an advisory vote on executive compensation in its proxy materials every year until the next required frequency vote.

Positive

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Negative

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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.
Shares present or represented 9,973,325 shares Shares represented at the Annual Meeting on September 17, 2026
Shares outstanding 16,274,026 shares Common shares issued, outstanding and entitled to vote as of July 20, 2026
Quorum percentage 61.28% Portion of outstanding shares represented at the Annual Meeting
Say‑on‑pay votes for 5,740,999 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 9,878,292 votes Ratification of KPMG LLP for fiscal year ending March 31, 2027
1‑year frequency votes 5,772,652 votes Preference for annual advisory votes on executive compensation
Broker Non-Votes financial
"Nominee | | Votes For | | Votes Withheld | | 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.
advisory vote financial
"The proposal to approve, on an advisory basis, the compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"ratify the appointment of KPMG 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.
frequency of future advisory votes financial
"the frequency of future advisory votes on the compensation"
Annual Meeting of Stockholders financial
"held its Annual Meeting of Stockholders (the “Meeting”)."

FAQ

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

How many Grace Therapeutics (GRCE) shares were represented at the 2026 annual meeting?

Stockholders representing 9,973,325 shares of common stock were present or represented by proxy, equal to 61.28% of the 16,274,026 shares issued, outstanding and entitled to vote as of July 20, 2026.

Were all Grace Therapeutics (GRCE) director nominees elected at the 2026 annual meeting?

Yes. All five nominees—Vimal Kavuru, A. Brian Davis, Prashant Kohli, S. George Kottayil, and Edward Neugeboren—were elected, each receiving roughly 6.0 million votes for and between 25,000 and 35,000 votes withheld, plus broker non‑votes of 3,932,361.

How did Grace Therapeutics (GRCE) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of named executive officers with 5,740,999 votes for, 222,775 against, 77,190 abstentions, and 3,932,361 broker non‑votes.

What auditor did Grace Therapeutics (GRCE) stockholders ratify for the fiscal year ending March 31, 2027?

Stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 9,878,292 votes for, 63,381 against, and 31,652 abstentions, and no broker non‑votes.

What frequency of say‑on‑pay votes did Grace Therapeutics (GRCE) stockholders prefer?

Stockholders indicated a preference for annual advisory votes on executive compensation, with 5,772,652 votes for 1 year, 32,383 for 2 years, 154,003 for 3 years, 81,926 abstentions, and 3,932,361 broker non‑votes. The Board decided to hold the vote every year.

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

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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): September 17, 2026
 
GRACE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
   
State of Delaware 001-35776 98-1359336
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
 
103 Carnegie Center
Suite 300
Princeton, New Jersey
 
08540
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (609) 322-1602
 
(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 $0.0001 per share   GRCE   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. ☐
 

1

 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On September 17, 2026, Grace Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). Proxies for the Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s Board of Directors’ (the “Board”) solicitation. Stockholders holding a total of 9,973,325 of the Company’s shares of common stock were present or represented by proxy at the Meeting, representing 61.28% of the Company’s 16,274,026 shares of common stock issued and outstanding and entitled to vote at the Meeting as of the record date of July 20, 2026. Set forth below are the matters acted upon by the Company’s stockholders at the Meeting and the final voting results on each matter. Each of the proposals is described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on July 28, 2026 (the “Proxy Statement”).
 
Proposal No. 1 – Election of Directors
 
The nominees listed below were elected as directors by the following votes to serve until the close of the Company’s next annual meeting of stockholders and until such director’s successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal:
 
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Vimal Kavuru
  6,005,964   35,000   3,932,361
A. Brian Davis
  6,015,486   25,478   3,932,361
Prashant Kohli
  6,010,703   30,261   3,932,361
S. George Kottayil
  6,012,379   28,585   3,932,361
Edward Neugeboren
  6,015,788   25,176   3,932,361
 
Proposal No. 2 – Advisory Vote to Approve Named Executive Officer Compensation
 
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved by the stockholders by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
5,740,999   222,775   77,190   3,932,361
 
Proposal No. 3 – Ratify the Appointment of Independent Registered Public Accounting Firm
 
The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 was approved by the stockholders by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
9,878,292
 
63,381
 
31,652
 
0
 
Proposal No. 4 – Advisory Vote to Approve Frequency of Future Advisory Votes on Named Executive Officer Compensation
 
The stockholders cast the following votes with respect to the proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers:
 
1 Year
 
2 Year
 
3 Year
 
Abstain
 
Broker Non-Votes
5,772,652   32,383   154,003   81,926   3,932,361
 
2

The Board has determined, in light of and consistent with the advisory vote of the Company’s stockholders regarding the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers, to include a stockholder advisory vote on the compensation of the Company’s named executive officers in its annual meeting proxy materials every year until the next required stockholder advisory vote on the frequency of such votes.
 
3

 
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.
 
     
Date: September 18, 2026
GRACE THERAPEUTICS, INC.
     
 
By:
/s/ Prashant Kohli
 
Name:
Prashant Kohli
 
Title:
Chief Executive Officer
 
 

0001444192 false 0001444192 2026-09-17 2026-09-17

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