LifeStance (NASDAQ: LFST) investors approve directors, executive pay and PwC

Rhea-AI Filing Summary

LifeStance Health Group, Inc. held its annual stockholder meeting on June 2, 2026. Stockholders elected Class II directors David Bourdon and Robert Bessler to three-year terms, with 244,968,319 and 280,015,618 votes cast for their elections, respectively.

Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ended December 31, 2026, with 357,756,707 votes for the proposal. In addition, stockholders approved, on a non-binding advisory basis, the company’s named executive officer compensation, with 322,904,359 votes in favor.

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 David Bourdon: 244,968,319 votes Votes for Robert Bessler: 280,015,618 votes Auditor ratification votes for PwC: 357,756,707 votes +4 more

7 metrics

Votes for David Bourdon 244,968,319 votes Election as Class II director at June 2, 2026 annual meeting

Votes for Robert Bessler 280,015,618 votes Election as Class II director at June 2, 2026 annual meeting

Auditor ratification votes for PwC 357,756,707 votes Ratification of PricewaterhouseCoopers LLP for year ended December 31, 2026

Auditor ratification votes against 209,431 votes Ratification of PricewaterhouseCoopers LLP for 2026

Advisory say-on-pay votes for 322,904,359 votes Non-binding advisory vote on named executive officer compensation

Advisory say-on-pay votes against 5,675,861 votes Non-binding advisory vote on named executive officer compensation

Broker non-votes on say-on-pay 29,782,714 votes Non-binding advisory vote on named executive officer compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory basis, named executive officer compensation, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 322,904,359 | | 5,675,861 | | 354,151 | | 29,782,714"

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

"ratified the selection of PricewaterhouseCoopers 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.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the Company’s named executive officer compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

named executive officer compensation financial

"advisory basis, the Company’s named executive officer compensation. The results of the vote were as follows"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

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.

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Understanding 8-K Material Events →

false 0001845257 0001845257 2026-06-02 2026-06-02

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 2, 2026

LifeStance Health Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40478		86-1832801
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4800 N. Scottsdale Road
Suite 2500
Scottsdale, Arizona		85251
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 425 279-8500

(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 $0.01 per share		LFST		The Nasdaq Stock Market LLC

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 2, 2026, LifeStance Health Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal.

Proposal 1: Election of Directors

The stockholders of the Company elected the director nominees listed below to serve on the Company’s Board of Directors as members of Class II for a term of three years. The results of the vote were as follows:

Name of Nominee		For				Withhold				Broker Non-Votes
David Bourdon			244,968,319				83,966,052				29,782,714
Robert Bessler			280,015,618				48,918,753				29,782,714

Proposal 2: Ratification of the Company’s Independent Registered Public Accounting Firm

The stockholders of the Company ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2026. The results of the vote were as follows:

For		Against		Abstain
357,756,707		209,431		750,947

Proposal 3: Advisory Vote on Named Executive Officer Compensation

The stockholders of the Company approved, on a non-binding advisory basis, the Company’s named executive officer compensation. The results of the vote were as follows:

For		Against		Abstain		Broker Non-Votes
322,904,359		5,675,861		354,151		29,782,714

SIGNATURE

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.

				LIFESTANCE HEALTH GROUP, INC.
Date: June 4, 2026				By:		/s/ Ryan Pardo
				Name:		Ryan Pardo
				Title:		Chief Legal Officer and Secretary

FAQ

What did LifeStance Health Group (LFST) stockholders approve at the 2026 annual meeting?

Stockholders approved all three proposals: election of two Class II directors, ratification of PricewaterhouseCoopers LLP as auditor for 2026, and a non-binding advisory vote approving named executive officer compensation for the company’s leadership team.

Which directors were elected at LifeStance Health Group’s 2026 annual meeting?

Stockholders elected David Bourdon and Robert Bessler as Class II directors for three-year terms. Bourdon received 244,968,319 votes for his election, while Bessler received 280,015,618 votes for his election to the board of directors.

Did LifeStance Health Group (LFST) stockholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as LifeStance Health Group’s independent registered public accounting firm for the year ended December 31, 2026, with 357,756,707 votes for, 209,431 against, and 750,947 abstentions recorded.

How did LifeStance Health Group (LFST) stockholders vote on executive compensation?

Stockholders approved the company’s named executive officer compensation on a non-binding advisory basis. The proposal received 322,904,359 votes for, 5,675,861 votes against, 354,151 abstentions, and 29,782,714 broker non-votes at the annual meeting.

Were there broker non-votes at LifeStance Health Group’s 2026 annual meeting?

Yes. Broker non-votes were recorded on proposals that required discretionary voting authority. For example, the advisory vote on named executive officer compensation reported 29,782,714 broker non-votes alongside the for, against, and abstain tallies.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB