Strong backing as Liquidia (NASDAQ: LQDA) holders approve board, auditor and pay

Rhea-AI Filing Summary

Liquidia Corporation reported results from its annual stockholders meeting. Shareholders elected three Class II directors to serve until the 2029 annual meeting, with David Johnson receiving 44,874,399 votes for, 58,179 withheld, and 22,546,609 broker non-votes.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 67,279,878 votes for, 183,739 against, and 15,570 abstentions. In a non-binding advisory vote, shareholders approved compensation for the named executive officers with 44,270,299 votes for, 612,749 against, 49,530 abstentions, and 22,546,609 broker non-votes. A quorum was present, with 67,479,187 of 88,893,621 eligible shares represented.

8-K Event Classification

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.

Key Figures

Shares outstanding: 88,893,621 shares Shares represented: 67,479,187 shares Votes for David Johnson: 44,874,399 votes +4 more

7 metrics

Shares outstanding 88,893,621 shares Common stock entitled to vote as of April 20, 2026

Shares represented 67,479,187 shares Shares present virtually or by proxy, constituting a quorum

Votes for David Johnson 44,874,399 votes Election of Class II director

Auditor ratification support 67,279,878 votes for Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay support 44,270,299 votes for Non-binding advisory vote on NEO compensation

Broker non-votes on directors 22,546,609 votes Broker non-votes for each Class II director election

Votes against auditor 183,739 votes Opposing ratification of PricewaterhouseCoopers LLP

Key Terms

non-binding advisory vote, independent registered public accounting firm, broker non-votes, quorum, +1 more

5 terms

non-binding advisory vote financial

"The approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

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

"Katie Rielly-Gauvin ... 3,484,195 ... 22,546,609 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.

quorum financial

"67,479,187 shares of common stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

record date financial

"At the close of business on April 20, 2026, the record date for the determination of stockholders entitled to vote"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

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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 16, 2026

LIQUIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware	001-39724	85-1710962
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

419 Davis Drive, Suite 100, Morrisville, North Carolina	27560
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 328-4400 

(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 (see General Instruction A.2. below):

¨ 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	LQDA	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 16, 2026, Liquidia Corporation, a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following matters were submitted to a vote of stockholders:

1. The election of three (3) Class II directors to serve until the Company’s 2029 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;

2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and

3. The approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers (the “NEOs”).

At the close of business on April 20, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 88,893,621 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of 67,479,187 shares of common stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.

At the Annual Meeting, the three Class II directors were elected, the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified and the compensation of the NEOs was approved by non-binding advisory vote.

Proposal No. 1 - Election of Class II Directors

The vote with respect to the election of Class II directors was as follows:

Nominees		For				Withheld				Broker Non- Votes
Katie Rielly-Gauvin			41,448,383				3,484,195				22,546,609
Ramandeep Singh			41,158,353				3,774,225				22,546,609
David Johnson			44,874,399				58,179				22,546,609

Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm

The vote with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was as follows:

For				Against				Abstain
	67,279,878				183,739				15,570

Proposal No. 3 - Approval, by Non-Binding Advisory Vote, of the Compensation of the NEOs

The vote with respect to the approval, by non-binding advisory vote, of the compensation of the NEOs was as follows:

For				Against				Abstain				Broker Non-Votes
	44,270,299				612,749				49,530				22,546,609

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
104		Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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.

June 17, 2026	Liquidia Corporation
	By:	/s/ Michael Kaseta
		Name: Michael Kaseta
		Title: Chief Financial Officer and Chief Operating Officer

FAQ

What did Liquidia (LQDA) shareholders vote on at the 2026 annual meeting?

Liquidia shareholders voted on three key items: electing three Class II directors through 2029, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and approving, on a non-binding advisory basis, the compensation of the company’s named executive officers.

Were Liquidia (LQDA) director nominees elected at the 2026 annual meeting?

Yes, all three Class II director nominees were elected. For example, David Johnson received 44,874,399 votes for and 58,179 withheld, with 22,546,609 broker non-votes, confirming shareholder support for the existing board slate through the 2029 annual meeting.

Did Liquidia (LQDA) shareholders approve the company’s auditor for 2026?

Yes, shareholders ratified PricewaterhouseCoopers LLP as Liquidia’s independent registered public accounting firm for 2026, with 67,279,878 votes for, 183,739 against, and 15,570 abstentions, indicating broad support for continuing the firm’s role as external auditor.

How did Liquidia (LQDA) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of Liquidia’s named executive officers in a non-binding advisory vote, with 44,270,299 votes for, 612,749 against, 49,530 abstentions, and 22,546,609 broker non-votes, signaling general support for the company’s current pay practices.

What was the shareholder turnout for Liquidia (LQDA)’s 2026 annual meeting?

At the record date, 88,893,621 common shares were outstanding and entitled to vote. A total of 67,479,187 shares were represented virtually or by proxy at the meeting, establishing a valid quorum for conducting official shareholder business.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB