Harmony Biosciences 2026 shareholder votes all pass

Harmony Biosciences Holdings, Inc. held its 2026 Annual Meeting of Stockholders, with 50,381,309 common shares represented in person or by proxy, constituting a quorum.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Harmony Biosciences Holdings, Inc. held its 2026 Annual Meeting of Stockholders, with 50,381,309 common shares represented in person or by proxy, constituting a quorum. Stockholders voted on the election of four Class III directors, ratification of the auditor, and an advisory say‑on‑pay proposal.

All four Class III director nominees were elected, including Geno Germano with 44,963,163 votes for and 1,524,142 withheld, and Troy Ignelzi with 32,813,495 votes for and 13,673,810 withheld. Deloitte & Touche LLP was ratified as independent registered public accounting firm with 49,385,510 votes for and 830,697 against.

Stockholders also approved, on a non‑binding, advisory basis, the compensation of the company’s named executive officers, with 33,249,862 votes for, 13,042,898 against, 194,545 abstentions, and 3,894,004 broker non‑votes.

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

Shares represented at meeting: 50,381,309 shares Votes for Geno Germano: 44,963,163 votes Votes for auditor ratification: 49,385,510 votes +4 more

7 metrics

Shares represented at meeting 50,381,309 shares Common stock represented in person or by proxy; quorum for 2026 Annual Meeting

Votes for Geno Germano 44,963,163 votes Election as Class III director; votes for

Votes for auditor ratification 49,385,510 votes For ratification of Deloitte & Touche LLP for year ending December 31, 2026

Votes against auditor ratification 830,697 votes Against ratification of Deloitte & Touche LLP

Say-on-pay votes for 33,249,862 votes For non-binding advisory approval of named executive officer compensation

Say-on-pay votes against 13,042,898 votes Against non-binding advisory approval of named executive officer compensation

Broker non-votes on proposals 1 & 3 3,894,004 votes Broker non-votes reported for director elections and say-on-pay

Key Terms

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

5 terms

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.

broker non-votes financial

"Broker Non-Votes Geno Germano | 44,963,163 | 1,524,142 | 3,894,004"

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 regulatory

"the appointment of Deloitte & Touche 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.

non-binding, advisory basis regulatory

"The approval on a non-binding, advisory basis, of the compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

named executive officers financial

"the compensation of the Company’s named executive officers pursuant to the SEC’s compensation disclosure rules"

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 Harmony Biosciences (HRMY) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing four Class III directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving executive compensation on an advisory basis. All three proposals received sufficient support to pass based on the reported vote totals.

Were all Harmony Biosciences (HRMY) director nominees elected in 2026?

Yes, all four Class III director nominees were elected. For example, Geno Germano received 44,963,163 votes for and 1,524,142 withheld, while other nominees, including Troy Ignelzi, Ron Philip, and Andreas Wicki, Ph.D., also obtained more votes for than withheld.

How did Harmony Biosciences (HRMY) stockholders vote on the 2026 auditor ratification?

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 49,385,510 votes for, 830,697 votes against, and 165,102 abstentions, indicating strong support for continuing with the same external auditor.

Did Harmony Biosciences (HRMY) stockholders approve executive compensation in 2026?

Yes, stockholders approved executive compensation on a non‑binding, advisory basis. The vote totaled 33,249,862 for, 13,042,898 against, 194,545 abstentions, and 3,894,004 broker non‑votes, signaling majority support for the company’s named executive officer pay program disclosed under SEC rules.

How many Harmony Biosciences (HRMY) shares were represented at the 2026 annual meeting?

A total of 50,381,309 shares of common stock were represented in person or by proxy at the 2026 Annual Meeting. This share count constituted a quorum, allowing the company to conduct official business and hold binding votes on the proposals presented.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/14/2026 - 04:31 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): May 14, 2026

HARMONY BIOSCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39450	82-2279923
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

630 W. Germantown Pike, Suite 215

Plymouth Meeting, PA 19462

(Address of principal executive offices) (Zip Code)

(484) 539-9800

(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:

☐	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:


		Trading		Name of each exchange
Title of each class		Symbol(s)		on which registered
Common Stock, $0.00001 par value per share		HRMY		The Nasdaq Global 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.

On May 14, 2026, Harmony Biosciences Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 50,381,309 shares of the Company’s common stock were represented in person or by proxy, constituting a quorum. At the Annual Meeting, stockholders voted on the following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026.

Proposal 1. The election of four Class III directors listed below to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.


	Votes For	Withheld	Broker Non-Votes
Geno Germano	44,963,163	1,524,142	3,894,004
Troy Ignelzi	32,813,495	13,673,810	3,894,004
Ron Philip	31,826,838	14,660,467	3,894,004
Andreas Wicki, Ph.D.	25,114,526	21,372,779	3,894,004

Based on the votes set forth above, each of the director nominees was duly elected.

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


Votes For	Votes Against	Abstain
49,385,510	830,697	165,102

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2026, was duly ratified.

Proposal 3. The approval on a non-binding, advisory basis, of the compensation of the Company’s named executive officers pursuant to the SEC’s compensation disclosure rules.


For	Against	Abstain	Broker Non-Vote
33,249,862	13,042,898	194,545	3,894,004

Based on the votes set forth above, the shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers pursuant to the SEC’s compensation disclosure rules.

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.


	HARMONY BIOSCIENCES HOLDINGS, INC.

Date: May 14, 2026	By:	/s/ Christian Ulrich
		Christian Ulrich
		EVP and General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents