Immunome (IMNM) 2026 meeting: directors elected, pay and auditor votes pass

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Immunome, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. As of the April 16, 2026 record date, 113,249,519 shares of common stock were outstanding and entitled to vote.

Stockholders elected three Class III directors to serve until the 2029 Annual Meeting: James Boylan, Sandra Swain, M.D., and Philip Wagenheim. For example, Sandra Swain received 92,157,301 votes for and 224,265 votes withheld, with 11,768,578 broker non-votes.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 104,100,900 votes for, 27,134 against, and 22,110 abstentions. An advisory vote approved named executive officer compensation, with 90,908,436 votes for and 1,442,116 against. In a separate advisory vote on frequency, stockholders indicated a preference for annual say-on-pay votes, and the company will hold future advisory compensation votes every year in line with that preference.

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 entitled to vote: 113,249,519 shares Votes for Sandra Swain: 92,157,301 votes Votes for Philip Wagenheim: 92,162,632 votes +3 more

6 metrics

Shares entitled to vote 113,249,519 shares Common stock outstanding as of April 16, 2026 record date

Votes for Sandra Swain 92,157,301 votes Election as Class III director at 2026 Annual Meeting

Votes for Philip Wagenheim 92,162,632 votes Election as Class III director at 2026 Annual Meeting

Auditor ratification support 104,100,900 votes for Ratification of Ernst & Young LLP for fiscal year ending Dec. 31, 2026

Executive compensation approval 90,908,436 votes for Advisory say-on-pay vote at 2026 Annual Meeting

Annual say-on-pay preference 91,949,591 votes Votes supporting one-year frequency for advisory pay votes

Key Terms

broker non-votes, advisory vote, emerging growth company, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"The final voting results are as follows ... Broker Non-Votes 11,768,578"

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

"Advisory Vote on Executive Compensation The Company’s stockholders approved, 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.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young 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 solicitation of advisory stockholder approval financial

"Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation"

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Understanding 8-K Material Events →

06/12/2026 - 04:05 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 9, 2026

Immunome, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     001-39580

     77-0694340

     (state or other jurisdiction 
of incorporation)

     (Commission 
File Number) 

     (I.R.S. Employer 
Identification No.)

     18702 N. Creek Parkway, Suite 100
Bothell, WA

     98011

     (Address of principal executive offices) 

     (Zip Code)

Registrant’s telephone number, including area code: (425) 939-7410

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:

     Title of each class

     Trading Symbol

     Name of each exchange
on which registered

     Common Stock, $0.0001 par value per share

     IMNM

     The 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 (§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.

Immunome, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 9, 2026 (the “Annual Meeting”). As of April 16, 2026, the record date for the Annual Meeting, 113,249,519 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The following tables set forth the final results of the voting for the matters voted upon at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”).

Proposal 1: Election of Directors

The Company’s stockholders elected the three persons listed below as Class III directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:


	Votes For	Votes Withheld	Broker Non-Votes
James Boylan	70,209,570	22,171,996	11,768,578
Sandra Swain, M.D.	92,157,301	224,265	11,768,578
Philip Wagenheim	92,162,632	218,934	11,768,578

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the Audit Committee of the Company’s Board of Directors. The final voting results are as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
104,100,900	27,134	22,110	-

Proposal 3: Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The final voting results are as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
90,908,436	1,442,116	31,014	11,768,578

Proposal 4: Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation

The Company’s stockholders indicated, on an advisory basis, their preference for the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
91,949,591	368,407	41,534	22,034	11,768,578

Consistent with these results, the Company determined that future stockholder advisory votes on named executive officer compensation will be held every year until the next required advisory vote on the frequency of stockholder advisory votes on named executive officer compensation.

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: June 12, 2026	Immunome, Inc.

	By:	/s/ Max Rosett
	Name:	Max Rosett
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Immunome (IMNM) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing three Class III directors, ratifying Ernst & Young LLP as auditor for 2026, approving executive compensation on an advisory basis, and choosing how often to hold future advisory votes on executive pay, with annual frequency receiving the most support.

Were Immunome (IMNM) directors elected at the 2026 Annual Meeting?

Yes. Three Class III directors—James Boylan, Sandra Swain, M.D., and Philip Wagenheim—were elected to serve until the 2029 Annual Meeting. Each received a majority of votes cast, with additional broker non-votes recorded on the director election proposals.

Did Immunome (IMNM) stockholders ratify Ernst & Young as auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as Immunome’s independent registered public accounting firm for the year ending December 31, 2026, with 104,100,900 votes for, 27,134 votes against, and 22,110 abstentions, and no broker non-votes reported on this proposal.

How did Immunome (IMNM) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of Immunome’s named executive officers on an advisory basis, with 90,908,436 votes for, 1,442,116 votes against, 31,014 abstentions, and 11,768,578 broker non-votes, as described in the company’s 2026 proxy statement materials.

What frequency of say-on-pay votes did Immunome (IMNM) stockholders prefer?

Stockholders expressed a preference for annual advisory votes on executive compensation, with 91,949,591 votes for one year, 368,407 for two years, 41,534 for three years, 22,034 abstentions, and 11,768,578 broker non-votes. The company decided to hold future say-on-pay votes every year.

How many Immunome (IMNM) shares were eligible to vote at the 2026 meeting?

As of the April 16, 2026 record date, 113,249,519 shares of Immunome common stock were outstanding and entitled to vote at the 2026 Annual Meeting, forming the basis for the quorum and voting results reported in the meeting outcome.

Filing Exhibits & Attachments

1 document