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Immuneering (IMRX) 2026 meeting elects directors and approves RSM as auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Immuneering Corporation held its Annual Meeting of Stockholders on June 11, 2026, where stockholders voted on director elections and the auditor appointment. A total of 44,495,059 Class A common shares were present in person or by proxy, representing approximately 68.8 percent of shares outstanding as of the April 15, 2026 record date.

Stockholders elected Peter Feinberg and Laurie B. Keating as Class II directors to serve until the 2029 Annual Meeting, with 26,420,287 and 27,121,501 votes for their election, respectively, and no votes against. Stockholders also approved the ratification of RSM US LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 42,142,848 votes for and 1,920,218 against.

Positive

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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.
Shares represented 44,495,059 shares Class A common stock present or by proxy at June 11, 2026 meeting
Quorum percentage 68.8 percent Portion of outstanding Class A common stock as of April 15, 2026 record date
Votes for Feinberg 26,420,287 votes Election of Class II director Peter Feinberg
Votes for Keating 27,121,501 votes Election of Class II director Laurie B. Keating
Votes for auditor ratification 42,142,848 votes Ratification of RSM US LLP as independent registered public accounting firm
Votes against auditor ratification 1,920,218 votes Opposing RSM US LLP ratification for year ending December 31, 2026
Annual Meeting of Stockholders financial
"On June 11, 2026, Immuneering Corporation held its Annual Meeting of Stockholders."
Broker Non-Votes financial
"NOMINEE | Votes FOR | Votes AGAINST | Votes WITHHELD | Broker Non-Votes"
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 RSM US 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.
Class II directors financial
"Election of two Class II directors to serve until the 2029 Annual Meeting of Stockholders"
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Understanding 8-K Material Events →
0001790340FALSE00017903402026-06-112026-06-11

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 11, 2026
__________________________________
Immuneering Corporation
(Exact name of Registrant as Specified in Its Charter)
__________________________________
Delaware001-4067526-1976972
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
245 Main St.
Second Floor
Cambridge, MA 02142
(Address of principal executive offices) (Zip Code)
(617) 500-8080
(Registrant’s telephone number, include 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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.001 per shareIMRXThe 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 June 11, 2026, Immuneering Corporation (the “Company”) held its Annual Meeting of Stockholders. A total of 44,495,059 shares of the Company’s Class A common stock were present in person or represented by proxy at the meeting, representing approximately 68.8 percent of the Company’s outstanding Class A common stock as of the April 15, 2026 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 20, 2026.

Item 1 — Election of two Class II directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

NOMINEEVotes FORVotes AGAINSTVotes WITHHELDBroker Non-Votes
Peter Feinberg26,420,28702,008,07316,066,699
Laurie B. Keating27,121,50101,306,85916,066,699

Item 2 — Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
42,142,8481,920,218431,9930

Based on the foregoing votes, Peter Feinberg and Laurie B. Keating were elected as Class II directors and Item 2 was approved.


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.
IMMUNEERING CORPORATION
Date: June 11, 2026By: /s/ Michael D. Bookman
Name: Michael D. Bookman
Title: Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Immuneering Corporation (IMRX) vote on at the June 11, 2026 annual meeting?

Immuneering stockholders voted to elect two Class II directors and to ratify RSM US LLP as the independent registered public accounting firm for the year ending December 31, 2026, as outlined in the company’s April 20, 2026 definitive proxy statement.

How many Immuneering (IMRX) shares were represented at the 2026 annual meeting?

A total of 44,495,059 shares of Immuneering’s Class A common stock were present in person or represented by proxy, representing approximately 68.8 percent of the company’s outstanding Class A common stock as of the April 15, 2026 record date.

Were Immuneering’s Class II director nominees elected at the 2026 annual meeting?

Yes. Peter Feinberg and Laurie B. Keating were elected as Class II directors. Feinberg received 26,420,287 votes for, and Keating received 27,121,501 votes for, with no votes cast against either nominee and broker non-votes reported on each proposal.

What were the voting results for Immuneering’s 2026 auditor ratification proposal?

Stockholders approved the ratification of RSM US LLP as Immuneering’s independent registered public accounting firm for the year ending December 31, 2026, with 42,142,848 votes for, 1,920,218 votes against, and 431,993 votes abstaining, and no broker non-votes recorded on this item.

How long will the newly elected Immuneering directors serve following the 2026 meeting?

The two Class II directors elected at the 2026 annual meeting, Peter Feinberg and Laurie B. Keating, will serve until the 2029 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified under the company’s classified board structure.

What percentage of Immuneering’s outstanding shares did the 2026 meeting quorum represent?

The quorum at Immuneering’s June 11, 2026 annual meeting represented approximately 68.8 percent of the company’s outstanding Class A common stock as of the April 15, 2026 record date, satisfying required thresholds for conducting stockholder business and approving the proposals presented.

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