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  4. [8-K] Hinge Health, Inc. Reports Material Event

Hinge Health (NYSE: HNGE) holders reelect directors and ratify Deloitte

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hinge Health, Inc. held its 2026 annual stockholder meeting on June 3, 2026, where investors voted on board composition and the company’s auditor. The company’s multi-class structure gave one vote per Class A share, fifteen votes per Class B share, and votes for Series E preferred based on convertibility.

Stockholders elected Teddie Wardi to the board with 276,921,911 votes for and 14,888,631 votes withheld, and Tyler Sloat with 291,330,022 votes for and 480,520 votes withheld, plus 14,168,983 broker non-votes for each. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 305,789,374 votes for, 121,058 against, and 69,093 abstentions.

Positive

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Negative

  • None.
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.
Votes for Teddie Wardi 276,921,911 votes Election as Class I director at 2026 annual meeting
Votes withheld for Teddie Wardi 14,888,631 votes Election as Class I director
Votes for Tyler Sloat 291,330,022 votes Election as Class I director at 2026 annual meeting
Votes withheld for Tyler Sloat 480,520 votes Election as Class I director
Broker non-votes on director elections 14,168,983 votes For each Class I director nominee
Votes for Deloitte & Touche LLP 305,789,374 votes Ratification as independent registered public accounting firm for 2026
Votes against Deloitte & Touche LLP 121,058 votes Ratification as independent registered public accounting firm for 2026
Abstentions on auditor ratification 69,093 votes Ratification of Deloitte & Touche LLP
Class I directors financial
"To elect each of Teddie Wardi and Tyler Sloat as Class I directors to serve until the Company’s 2029 annual meeting of stockholders"
Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.
broker non-votes financial
"Teddie Wardi | 276,921,911 | 14,888,631 | 14,168,983"
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 ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026."
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.
Record Date financial
"as of the close of business on April 10, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
emerging growth company regulatory
"Emerging growth company x"
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.
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Understanding 8-K Material Events →
FALSE000167374300016737432026-06-032026-06-03

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 3, 2026
________________________________________________________
Hinge Health, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
Delaware001-4265781-1884841
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
455 Market Street, Suite 700
San Francisco, California
94105
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (415) 726-2206
________________________________________________________
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
Class A Common Stock, par value $0.00001 per shareHNGENew York Stock Exchange
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 x
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. o


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

On June 3, 2026, Hinge Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on two proposals at the Annual Meeting, each of which is described below as well as more fully in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2026 (the “Proxy Statement”). Holders of the Company’s Class A common stock were entitled to one (1) vote for each share held as of the close of business on April 10, 2026 (the “Record Date”), holders of the Company’s Class B common stock were entitled to fifteen (15) votes for each share held as of the close of business on the Record Date and holders of the Company’s Series E preferred stock were entitled to the number of votes based on the number of shares of common stock into which such share of Series E preferred stock could be converted to as of the Record Date. The shares of Series E preferred stock were not entitled to vote in connection with Proposal No. 1: the Election of Class I Directors. The Class A common stock, Class B common stock and Series E preferred stock voted as a single class on all matters at the Annual Meeting for which such class or series was entitled to vote.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1.To elect each of Teddie Wardi and Tyler Sloat as Class I directors to serve until the Company’s 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification, retirement or removal; and

2.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

The final voting results for each of these proposals are as follows:

Proposal 1: Election of Class I Director Nominees.

NomineesVotes ForVotes WithheldBroker Non-Votes
 Teddie Wardi276,921,91114,888,63114,168,983
 Tyler Sloat291,330,022480,52014,168,983

Based on the votes set forth above, each of the nominees, Teddie Wardi and Tyler Sloat, were elected to serve as Class I directors until the Company’s 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification, retirement or removal.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Votes ForVotes AgainstAbstentions
305,789,374121,05869,093


Based on the votes set forth above, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were no broker non-votes on this proposal.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HINGE HEALTH, INC.
Date: June 4, 2026
By:
/s/ James Budge
James Budge, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Hinge Health (HNGE) stockholders vote on at the 2026 annual meeting?

Hinge Health stockholders voted on electing two Class I directors and ratifying Deloitte & Touche LLP as independent auditor for 2026. These proposals shape board oversight and confirm the firm that will audit the company’s financial statements for the year ending December 31, 2026.

Were Hinge Health (HNGE) director nominees elected at the 2026 annual meeting?

Yes. Teddie Wardi and Tyler Sloat were elected as Class I directors to serve until the 2029 annual meeting. Wardi received 276,921,911 votes for, while Sloat received 291,330,022 votes for, with relatively small withhold votes and broker non-votes reported for each nominee.

How did Hinge Health (HNGE) stockholders vote on the Deloitte & Touche LLP auditor ratification?

Stockholders strongly supported Deloitte & Touche LLP as auditor, with 305,789,374 votes for, 121,058 against, and 69,093 abstentions. This ratification confirms Deloitte & Touche LLP as Hinge Health’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

How are voting rights structured for Hinge Health (HNGE) shares?

Class A common stock carries one vote per share and Class B common stock carries fifteen votes per share as of the record date. Series E preferred stockholders had voting power equal to the common shares their holdings could convert into, but did not vote on the director election proposal.

What is the term length for the newly elected Hinge Health (HNGE) Class I directors?

Each elected Class I director will serve until Hinge Health’s 2029 annual meeting of stockholders. Their service continues until a successor is duly elected and qualified, or until earlier death, resignation, disqualification, retirement, or removal under the company’s governance framework.

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