Disc Medicine (NASDAQ: IRON) investors re-elect directors and ratify Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Disc Medicine, Inc. held its 2026 annual meeting of stockholders on June 18, 2026. Stockholders elected three Class III directors — Donald Nicholson, Ph.D., John Quisel, J.D., Ph.D., and William White, M.P.P., J.D. — each for a three-year term ending at the 2029 annual meeting.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, indicating overall support for current pay practices. In addition, they ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

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

Votes for Nicholson: 28,559,799 votes Votes for Quisel: 33,433,078 votes Votes for White: 33,355,406 votes +4 more

7 metrics

Votes for Nicholson 28,559,799 votes Election of Donald Nicholson, Ph.D., Class III director

Votes for Quisel 33,433,078 votes Election of John Quisel, J.D., Ph.D., Class III director

Votes for White 33,355,406 votes Election of William White, M.P.P., J.D., Class III director

Say-on-pay votes for 33,528,449 votes Approval of executive compensation, advisory

Say-on-pay votes against 368,970 votes Approval of executive compensation, advisory

Auditor ratification votes for 35,908,900 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification votes against 1,298 votes Ratification of Ernst & Young LLP for 2026

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"Votes For | | 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.

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the compensation paid"

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.

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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders"

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Understanding 8-K Material Events →

Available on EDGAR 06/24/2026 - 04:22 PM Accepted by SEC EDGAR 06/24/2026 - 04:22 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 18, 2026

    

DISC MEDICINE, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39438	85-1612845
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

321 Arsenal Street Suite 101
Watertown, Massachusetts		02472
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 617 674-9274

    

(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(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	IRON	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 June 18, 2026, Disc Medicine, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted on the three proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 28, 2026 (the "Proxy Statement"). The final voting results are set forth below.

Proposal 1 - Election of Class III Director Nominees

The stockholders of the Company elected Donald Nicholson, Ph.D., John Quisel, J.D., Ph.D., and William White, M.P.P., J.D. as Class III directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2029 and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class III directors were as follows:


Name	Votes For	Votes Withheld	Broker Non-Votes
Donald Nicholson, Ph.D.	28,559,799	5,347,450	2,011,469
John Quisel, J.D., Ph.D.	33,433,078	474,171	2,011,469
William White, M.P.P., J.D.	33,355,406	551,843	2,011,469

Proposal 2 - Approval, on a Non-Binding, Advisory Basis, of the Compensation Paid to the Company's Named Executive Officers

The stockholders of the Company approved, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers as described in the Proxy Statement. The results of the stockholders’ vote with respect to the approval, on a non-binding, advisory basis, of the compensation paid to the Company's named executive officers were as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
33,528,449	368,970	9,830	2,011,469

Proposal 3 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such ratification were as follows:


Votes For	Votes Against	Abstain
35,908,900	1,298	8,520

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.


			DISC MEDICINE, INC.

Date:	June 24, 2026	By:	/s. John Quisel, J.D., Ph.D
			Name: John Quisel, J.D., Ph.D. Title: President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Disc Medicine (IRON) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class III directors, approving executive compensation on a non-binding advisory basis, and ratifying Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year.

Were Disc Medicine (IRON) director nominees elected at the 2026 annual meeting?

Yes. Donald Nicholson, Ph.D., John Quisel, J.D., Ph.D., and William White, M.P.P., J.D. were elected as Class III directors for three-year terms ending at the 2029 annual meeting, continuing the company’s existing board structure.

How did Disc Medicine (IRON) stockholders vote on executive compensation?

Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 33,528,449 votes for, 368,970 against, 9,830 abstentions, and 2,011,469 broker non-votes, signaling support for the current pay program.

Which audit firm did Disc Medicine (IRON) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 35,908,900 votes for, 1,298 against, and 8,520 abstentions, confirming the existing audit relationship.

What were the vote totals for Disc Medicine (IRON) director elections?

For Donald Nicholson, Ph.D., there were 28,559,799 votes for and 5,347,450 withheld. For John Quisel, J.D., Ph.D., 33,433,078 for and 474,171 withheld. For William White, M.P.P., J.D., 33,355,406 for and 551,843 withheld, plus 2,011,469 broker non-votes in each case.

What does the non-binding advisory vote on Disc Medicine (IRON) executive pay mean?

The non-binding advisory vote reflects stockholder views on executive compensation but does not require changes. With a large majority of votes in favor, it indicates broad stockholder support for the company’s current executive pay policies as described in its proxy statement.

Filing Exhibits & Attachments

1 document