Lumexa Imaging (NASDAQ: LMRI) investors reelect directors and ratify PwC

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8-K Event Classification

Key Figures

Key Terms

What did Lumexa Imaging (LMRI) stockholders vote on at the 2026 annual meeting?

Who was elected to Lumexa Imaging (LMRI) Class I director positions in 2026?

How many Lumexa Imaging (LMRI) shares were entitled to vote at the 2026 annual meeting?

What were the vote totals for Lumexa Imaging (LMRI) director Lee Cooper in 2026?

How did Lumexa Imaging (LMRI) stockholders vote on ratifying PricewaterhouseCoopers in 2026?

What were the voting results for Lumexa Imaging (LMRI) director nominee Brian Regan?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Lumexa Imaging Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders. Stockholders elected three Class I directors—Lee Cooper, Brian Regan and Caitlin Zulla—to serve until the 2029 annual meeting.

As of the April 13, 2026 record date, 96,110,039 common shares were entitled to vote. Lee Cooper received 87,523,628 votes for and 3,328,050 withheld, Brian Regan received 80,044,532 for and 10,807,146 withheld, and Caitlin Zulla received 87,156,663 for and 3,695,015 withheld, with 826,898 broker non-votes for each. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026 with 91,555,829 votes for, 66,858 against and 55,889 abstentions.

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.

Record date shares: 96,110,039 shares Lee Cooper votes for: 87,523,628 votes Brian Regan votes for: 80,044,532 votes +4 more

7 metrics

Record date shares 96,110,039 shares Common stock entitled to vote as of April 13, 2026

Lee Cooper votes for 87,523,628 votes Director election at 2026 annual meeting

Brian Regan votes for 80,044,532 votes Director election at 2026 annual meeting

Caitlin Zulla votes for 87,156,663 votes Director election at 2026 annual meeting

Auditor ratification votes for 91,555,829 votes PwC ratified as auditor for year ending December 31, 2026

Auditor votes against 66,858 votes Ratification of PricewaterhouseCoopers LLP

Auditor abstentions 55,889 votes Ratification of PricewaterhouseCoopers LLP

Annual Meeting of Stockholders, Class I directors, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

Class I directors financial

"the election of three Class I directors to the Company’s Board of Directors"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

independent registered public accounting firm financial

"the appointment 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.

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.

Emerging growth company financial

"Emerging growth company On June 10, 2026, Lumexa Imaging Holdings, Inc."

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 →

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 10, 2026

Lumexa Imaging Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-43010

41-2605845

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


4200 Six Forks Road
Suite 1000
Raleigh, North Carolina		27609
(Address of Principal Executive Offices)		(Zip Code)

(919) 763-1100

(Registrant’s telephone number, including area code)

Not applicable

(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, $0.001 par value per share	LMRI	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 10, 2026, Lumexa Imaging Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on: (i) the election of three Class I directors to the Company’s Board of Directors (the “Board”), each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal and (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

As of April 13, 2026, the record date for the Annual Meeting, there were 96,110,039 shares of the Company’s common stock, $0.001 par value per share, issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, all three director nominees were elected and the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified. Set forth below are the final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders elected, by the vote indicated below, the following three persons as Class I directors to the Board, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal:


Name	Votes For	Votes Withheld	Broker Non-Votes
Lee Cooper	87,523,628	3,328,050	826,898
Brian Regan	80,044,532	10,807,146	826,898
Caitlin Zulla	87,156,663	3,695,015	826,898

2.	At the Annual Meeting, the Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:


Votes For	Votes Against	Abstentions
91,555,829	66,858	55,889

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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Stockholders elected three Class I directors and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. These votes confirm the company’s board composition and external audit firm for the year ending December 31, 2026.

Lee Cooper, Brian Regan and Caitlin Zulla were elected as Class I directors. Each will serve until the 2029 annual meeting and until a successor is elected and qualified, subject to earlier death, resignation or removal under the company’s governance framework.

As of the April 13, 2026 record date, 96,110,039 shares of common stock were issued, outstanding and entitled to vote. This figure defines the eligible voting base used to assess support levels for director elections and the auditor ratification proposal.

Lee Cooper received 87,523,628 votes for and 3,328,050 votes withheld, with 826,898 broker non-votes. These results indicate strong support among shares voted for his continued service as a Class I director on the company’s board.

Stockholders cast 91,555,829 votes for ratification of PricewaterhouseCoopers LLP, 66,858 votes against and 55,889 abstentions. This outcome confirms the firm as Lumexa Imaging’s independent registered public accounting firm for the year ending December 31, 2026.

Brian Regan received 80,044,532 votes for and 10,807,146 votes withheld, along with 826,898 broker non-votes. While support was solid, the higher withheld total versus other nominees provides additional detail on shareholder voting preferences at the meeting.

LUMEXA IMAGING HOLDINGS, INC.

/s/ J. Anthony Martin

Date: June 12, 2026

J. Anthony Martin

Chief Financial Officer

3 documents