What happened to Hyperion DeFi’s written consent charter proposal?

A proposal to amend the certificate of incorporation to allow stockholders to act by written consent did not receive the necessary votes. It drew 1,620,007 shares for, 25,194 against and 12,469 abstaining, plus 4,233,944 broker non-votes, so the change will not be implemented.

Hyperion DeFi (HYPD) investors back directors, reject written consent change

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hyperion DeFi, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held virtually on June 30, 2026. Of 12,219,295 common shares eligible to vote as of May 4, 2026, 5,891,614 shares, or approximately 48.22%, were present, establishing a quorum.

Stockholders elected all five director nominees to one-year terms and ratified CBIZ CPAs P.C. as independent registered public accounting firm with 5,818,205 shares voted for, 48,639 against and 24,770 abstaining. On an advisory basis, stockholders approved named executive officer compensation.

Stockholders did not provide sufficient support to approve the Fourth Amended and Restated Certificate of Incorporation change that would have allowed action by written consent, so this governance change will not be implemented. A proposal to permit adjournments related to Proposal 4 received sufficient support.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares eligible to vote: 12,219,295 shares Quorum at meeting: 5,891,614 shares (48.22%) Auditor ratification support: 5,818,205 shares for +3 more

6 metrics

Shares eligible to vote 12,219,295 shares Common stock issued and eligible as of May 4, 2026

Quorum at meeting 5,891,614 shares (48.22%) Shares present virtually or by proxy at June 30, 2026 meeting

Auditor ratification support 5,818,205 shares for Ratification of CBIZ CPAs P.C. for 2026

Say-on-pay support 1,466,211 shares for Advisory vote on executive compensation

Written consent proposal votes for 1,620,007 shares for Charter amendment to permit stockholder action by written consent

Adjournment proposal votes for 2,492,978 shares for Authority to adjourn meeting regarding Proposal 4 or quorum

Key Terms

quorum, broker Non-Votes, independent registered public accounting firm, named executive officers, +2 more

6 terms

quorum financial

"a quorum of 5,891,614 shares, or approximately 48.22% of the eligible shares, was present virtually or represented by proxy"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker Non-Votes financial

"Shares Voted For ... Shares Voted to Withhold Authority ... Broker Non-Votes ... 4,233,944"

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

"ratification of the appointment of CBIZ CPAs P.C. as Hyperion DeFi’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.

named executive officers financial

"Approval, on an advisory basis, of the compensation of Hyperion DeFi’s named executive officers, as disclosed in the Proxy Statement"

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.

Fourth Amended and Restated Certificate of Incorporation regulatory

"Approval of the Company’s Fourth Amended and Restated Certificate of Incorporation to enable stockholders of the Company to act by written consent"

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Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 04:01 PM Accepted by SEC EDGAR 07/01/2026 - 04:01 PM

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 30, 2026

HYPERION DEFI, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38365		47-1178401
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3090 Nowitzki Way

Suite 300

Dallas, TX 75219

(Address of Principal Executive Offices, and Zip Code)

(833) 393-6684

Registrant’s Telephone Number, Including Area Code

(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)		(Name of each exchange on which registered)
Common stock, par value $0.0001 per share		HYPD		The Nasdaq Stock Market (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyperion DeFi, Inc. (“Hyperion DeFi” or the “Company”) was held in a virtual format on June 30, 2026 starting at 12:00 PM EDT. Of Hyperion DeFi’s 12,219,295 shares of common stock issued and eligible to vote as of the record date of May 4, 2026, a quorum of 5,891,614 shares, or approximately 48.22% of the eligible shares, was present virtually or represented by proxy at the Annual Meeting. The results of the proposals at the Annual Meeting are set forth below. Each of the matters set forth below is described in detail in Hyperion DeFi’s definitive proxy statement on Schedule 14A related to the Annual Meeting, filed on May 5, 2026 (the “Proxy Statement”).

1. Election of the following directors of Hyperion DeFi, to serve one-year terms expiring in 2027 or until their successors have been elected and qualified.

Nominee	Shares Voted For	Shares Voted to Withhold Authority	Broker Non-Votes
Michael Geltzeiler	1,633,075	24,595	4,233,944
Rachel Jacobson	1,563,411	94,259	4,233,944
Hyunsu Jung	1,635,240	22,430	4,233,944
Happy Walters	1,621,862	35,808	4,233,944
Ellen Strahlman, M.D.	1,563,720	93,950	4,233,944

2. Ratification of the appointment of CBIZ CPAs P.C. as Hyperion DeFi’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Votes
5,818,205		48,639		24,770		0

3. Approval, on an advisory basis, of the compensation of Hyperion DeFi’s named executive officers, as disclosed in the Proxy Statement.

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-votes
1,466,211		164,535		26,923		4,233,945

4. Approval of the Company’s Fourth Amended and Restated Certificate of Incorporation to enable stockholders of the Company to act by written consent in lieu of a meeting. This matter did not receive the necessary votes to pass and will not be implemented.

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-votes
1,620,007		25,194		12,469		4,233,944

5. Approval of one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal No. 4 at the time of the Annual Meeting or if there is not a quorum.

Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-votes
2,492,978		85,103		16,841		3,296,692

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	HYPERION DEFI, INC.

Date: July 1, 2026	/s/ Hyunsu Jung
	Hyunsu Jung
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Hyperion DeFi (HYPD) report from its 2026 annual meeting?

Hyperion DeFi reported final voting results for its 2026 virtual annual meeting. Stockholders elected all director nominees, ratified the independent auditor, approved executive compensation on an advisory basis, and rejected a charter change to allow stockholder action by written consent.

How many Hyperion DeFi (HYPD) shares were represented at the 2026 meeting?

A quorum of 5,891,614 shares, about 48.22% of 12,219,295 eligible common shares, was represented. Shares were present virtually or by proxy as of the May 4, 2026 record date, allowing the annual meeting’s proposals to be validly considered and voted upon.

Were all Hyperion DeFi (HYPD) director nominees elected in 2026?

Yes, all five nominated directors were elected to one-year terms expiring in 2027. Each nominee, including Michael Geltzeiler and Hyunsu Jung, received substantially more votes “for” than “withheld,” with millions of broker non-votes recorded on the director election proposals.

Did Hyperion DeFi (HYPD) stockholders approve the auditor for 2026?

Yes. Stockholders ratified CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 5,818,205 shares for, 48,639 against and 24,770 abstaining, with no broker non-votes reported on the auditor ratification item.

How did Hyperion DeFi (HYPD) stockholders vote on executive compensation?

On an advisory basis, stockholders approved the compensation of Hyperion DeFi’s named executive officers. The say-on-pay vote received 1,466,211 shares for, 164,535 against and 26,923 abstaining, with 4,233,945 broker non-votes, reflecting non-binding support for the current pay practices.

Was the adjournment proposal at Hyperion DeFi’s 2026 meeting approved?

Yes. Stockholders approved a proposal allowing one or more adjournments if needed to solicit additional proxies for Proposal 4 or to reach a quorum. It received 2,492,978 shares for, 85,103 against, 16,841 abstaining and 3,296,692 broker non-votes, authorizing potential adjournments.

Filing Exhibits & Attachments

3 documents