LQDA 8-K: All Proposals Pass at 2025 Annual Meeting

Rhea-AI Filing Summary

Liquidia Corporation (Nasdaq: LQDA) filed an 8-K to report the voting results of its June 17, 2025 Annual Meeting of Stockholders.

• Director elections: All three Class I nominees were elected to serve until the 2028 meeting. Roger A. Jeffs, Ph.D. received the highest support (46.1 M for; 0.1 M withheld), while Stephen Bloch, M.D. received 39.6 M for and 6.6 M withheld. Each proposal showed over 86% support when broker non-votes are excluded.
• Auditor ratification: Shareholders overwhelmingly ratified PricewaterhouseCoopers LLP for the fiscal year ending December 31, 2025 (67.5 M for; 30 K against; 11 K abstain), representing 99.9% of votes cast.
• Say-on-pay: The non-binding advisory vote on named executive officer compensation passed with 44.4 M for (≈95%), 1.3 M against, and 0.5 M abstain.
• Quorum: 67.6 M shares (≈79% of the 85.4 M shares outstanding as of the April 23 record date) were present virtually or by proxy, satisfying quorum requirements.

No financial results, strategic transactions, or other material disclosures were included in this filing beyond routine corporate-governance matters.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting votes; all proposals passed; no new strategic information disclosed.

The 8-K details standard annual-meeting outcomes—director elections, auditor ratification, and say-on-pay. Support levels were strong, with near-unanimous approval for the auditor and high approval for executive compensation, indicating shareholder alignment with management. However, these results are typical for U.S. small-cap biotech issuers and carry limited incremental informational value. There are no by-law amendments, proxy fights, or dissent signals that would raise governance red flags. From a governance risk perspective, the filing is benign and maintains the status quo.

Portfolio Manager

TL;DR: Filing is not market-moving; maintain focus on clinical and regulatory catalysts.

The disclosed vote tallies confirm broad shareholder support but do not change Liquidia’s investment thesis, which hinges on pulmonary hypertension drug developments and pending litigation outcomes rather than corporate-governance mechanics. With 79% voter turnout and >95% say-on-pay approval, investor sentiment toward management appears stable. Nevertheless, these data are unlikely to affect trading dynamics or valuation models; they simply satisfy SEC reporting obligations.

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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 17, 2025

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 17, 2025, 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 I directors to serve until the Company’s 2028 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, 2025; 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 23, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 85,448,787 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of 67,560,757 shares of common stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.

At the Annual Meeting, the three Class I directors were elected, the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified and the compensation of the NEOs was approved by non-binding advisory vote.

Proposal No. 1- Election of Class I Directors

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

Nominees		For				Withheld				Broker Non- Votes
Stephen Bloch, M.D.			39,609,683				6,598,760				21,352,314
Joanna Horobin, M.B., C.H.B.			45,361,656				846,787				21,352,314
Roger A. Jeffs, Ph.D.			46,091,138				117,305				21,352,314

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, 2025 was as follows:

For				Against				Abstain
	67,519,260				30,220				11,277

 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
	44,393,482				1,313,301				501,660				21,352,314

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 18, 2025	Liquidia Corporation
	By:	/s/ Michael Kaseta
		Name: Michael Kaseta
		Title: Chief Financial Officer and Chief Operating Officer

FAQ

How many Liquidia (LQDA) shares were represented at the 2025 Annual Meeting?

67,560,757 shares were present virtually or by proxy, equal to about 79% of shares outstanding.

Did Liquidia shareholders approve executive compensation in 2025?

Yes, the non-binding say-on-pay proposal passed with 44,393,482 votes for and 1,313,301 against.

Was PricewaterhouseCoopers re-appointed as Liquidia’s auditor for 2025?

Yes. The appointment was ratified with 67,519,260 votes for versus only 30,220 against.

Which directors were elected to Liquidia’s board in 2025?

Stephen Bloch, M.D., Joanna Horobin, M.B.,C.H.B., and Roger A. Jeffs, Ph.D. were elected as Class I directors to serve until 2028.

Does this 8-K include any earnings or financial guidance for LQDA?

No. The filing solely reports annual-meeting voting results; it contains no financial performance data or guidance.