STOCK TITAN
  1. Home
  2. Sec-filings
  3. HTFL
  4. [8-K] Heartflow, Inc. Reports Material Event

Heartflow (NASDAQ: HTFL) holders back board picks, approve auditor

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

Rhea-AI Filing Summary

Heartflow, Inc. held its 2026 Annual Meeting of Stockholders on June 16, 2026, where shareholders voted on board elections and auditor ratification. Two Class I directors, Julie A. Cullivan and John C.M. Farquhar, were elected to three-year terms ending at the 2029 annual meeting.

Shareholders cast 51,986,481 votes for and 6,046,730 withheld for Cullivan, and 52,277,825 for and 5,755,386 withheld for Farquhar, with 11,550,151 broker non-votes on each nominee. Stockholders also approved PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 68,735,861 votes for, 717,413 against, and 130,088 abstentions.

Positive

  • None.

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 Cullivan 51,986,481 votes Election of Julie A. Cullivan as Class I director
Votes withheld for Cullivan 6,046,730 votes Election of Julie A. Cullivan
Votes for Farquhar 52,277,825 votes Election of John C.M. Farquhar as Class I director
Votes withheld for Farquhar 5,755,386 votes Election of John C.M. Farquhar
Votes for auditor ratification 68,735,861 votes Ratification of PricewaterhouseCoopers LLP for 2026
Votes against auditor ratification 717,413 votes Ratification of PricewaterhouseCoopers LLP
Abstentions on auditor ratification 130,088 votes Ratification of PricewaterhouseCoopers LLP
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.
broker non-votes financial
"Broker Non-Votes Julie A. Cullivan | 51,986,481 | 6,046,730 | 11,550,151"
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
"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal 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.
Annual Meeting of Stockholders regulatory
"The 2026 Annual Meeting of Stockholders (the “Meeting”) of Heartflow, Inc."
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false000146452100014645212026-06-162026-06-16

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

______________________

Heartflow, Inc.

(Exact name of Registrant as Specified in Its Charter)

______________________

Delaware

001-42790

26-0506743

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

135 Main Street, Suite 1000

San Francisco, California 94105

(Address of Principal Executive Offices) (Zip Code)

(650) 241-1221

(Registrant’s Telephone Number, Including Area Code)

______________________

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, $0.001 par value per share

HTFL

The Nasdaq Stock Market LLC

(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  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.  ¨

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

The 2026 Annual Meeting of Stockholders (the “Meeting”) of Heartflow, Inc. (the “Company”) was held on June 16, 2026. At the Meeting, the Company’s stockholders voted on the following two proposals and cast their votes as described below.

1.Each of the following Class I director nominees of the Company was elected to serve on the Company’s board of directors for a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified by the following vote:

Nominee

For

Withheld

Broker Non-Votes

Julie A. Cullivan

51,986,481

6,046,730

11,550,151

John C.M. Farquhar

52,277,825

5,755,386

11,550,151

2.The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved by the following vote:

For

Against

Abstained

Broker Non-Votes

68,735,861

717,413

130,088

N/A

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.

HEARTFLOW, INC.

Date: June 18, 2026

By:

/s/ Mhairi L. Jones

Mhairi L. Jones

Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Heartflow (HTFL) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing two Class I directors and ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Both director nominees and the auditor ratification proposal received shareholder approval.

Which directors were elected to Heartflow (HTFL)'s board in 2026?

Julie A. Cullivan and John C.M. Farquhar were elected as Class I directors to serve three-year terms expiring at the 2029 Annual Meeting of Stockholders. Both nominees received majority support from voting shareholders, with additional broker non-votes recorded on each proposal.

How many votes did Heartflow (HTFL) director nominee Julie A. Cullivan receive?

Julie A. Cullivan received 51,986,481 votes for election and 6,046,730 votes withheld, along with 11,550,151 broker non-votes. This outcome secured her election as a Class I director for a three-year term ending at the 2029 annual meeting.

What were the voting results for Heartflow (HTFL) director John C.M. Farquhar?

John C.M. Farquhar received 52,277,825 votes for election and 5,755,386 votes withheld, plus 11,550,151 broker non-votes. These results confirmed his election as a Class I director to serve until the 2029 Annual Meeting of Stockholders.

Did Heartflow (HTFL) shareholders approve PricewaterhouseCoopers as auditor?

Yes, shareholders approved PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 68,735,861 votes for, 717,413 against, and 130,088 abstentions, with no broker non-votes reported.

When was Heartflow (HTFL)'s 2026 Annual Meeting of Stockholders held?

The 2026 Annual Meeting of Stockholders for Heartflow, Inc. was held on June 16, 2026. At this meeting, investors voted on electing two Class I directors and ratifying PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.

Filing Exhibits & Attachments

3 documents

Other Documents