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  4. [8-K] Larimar Therapeutics, Inc. Reports Material Event

Larimar Therapeutics (NASDAQ: LRMR) holders back big authorized share increase

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Form Type
8-K

Rhea-AI Filing Summary

Larimar Therapeutics, Inc. reported results of its 2026 annual stockholder meeting. As of the March 25, 2026 record date, 103,882,937 common shares were outstanding and entitled to vote.

Stockholders elected Frank Thomas, Carole S. Ben-Maimon, M.D., and Joseph Truitt as Class III directors, approved 2025 executive compensation on an advisory basis, and indicated a preference for holding future say-on-pay votes every year. The Board has decided to follow this annual frequency.

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 and approved an amendment to increase authorized common shares from 115,000,000 to 215,000,000. They also approved a potential adjournment related to the share increase, although it was ultimately not needed.

Positive

  • None.

Negative

  • Stockholders approved an amendment increasing authorized common stock from 115,000,000 to 215,000,000, materially expanding potential share issuance and future dilution relative to current holders.

Insights

Routine annual meeting decisions, with a sizable increase in authorized share capacity.

Larimar Therapeutics received broad stockholder support for all six proposals, including director elections, 2025 executive pay on an advisory basis, and ratification of PricewaterhouseCoopers LLP as auditor for the 2026 fiscal year. Advisory votes favor an annual say-on-pay schedule, which the Board has adopted.

A notable change is the amendment increasing authorized common shares from 115,000,000 to 215,000,000. This does not itself issue new shares but expands the company’s capacity for future equity-related actions such as capital raises, equity incentives, or acquisitions. Any actual use would be detailed in later disclosures.

Stockholder support levels were high across proposals, with the share increase receiving 89,732,486 votes for versus 1,046,555 against. Future filings describing specific transactions that rely on this expanded authorization will clarify how, when, and on what terms additional shares might be used.

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.
Shares outstanding record date 103,882,937 shares Common stock outstanding as of March 25, 2026
Authorized shares before amendment 115,000,000 shares Common stock authorized prior to certificate amendment
Authorized shares after amendment 215,000,000 shares Common stock authorized after approved amendment
Votes for share increase 89,732,486 votes Proposal 5 votes for increasing authorized common stock
Votes for 2025 say-on-pay 73,822,237 votes Advisory approval of 2025 executive compensation
Votes for annual say-on-pay 72,645,858 votes Preferred frequency of say-on-pay: every year
Votes for auditor ratification 90,784,651 votes Ratification of PricewaterhouseCoopers LLP for 2026
Broker non-votes director elections 15,489,254 votes Broker non-votes on each Class III director election
broker non-votes financial
"Name | 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.
advisory basis financial
"The stockholders approved, on an advisory basis, the compensation"
Ninth Amended and Restated Certificate of Incorporation regulatory
"an amendment to the Ninth Amended and Restated Certificate of Incorporation, as amended"
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the 2026 fiscal year"
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.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
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.
record date financial
"As of March 25, 2026, the record date for the Annual Meeting"
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.
Understanding 8-K Material Events →
0001374690false00013746902026-05-192026-05-19

 

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): May 19, 2026

 

 

Larimar Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36510

20-3857670

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Three Bala Plaza East

 

Bala Cynwyd, Pennsylvania

 

19004

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (844) 511-9056

 

 

(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 $0.001 per share

 

LRMR

 

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 May 19, 2026, Larimar Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. As of March 25, 2026, the record date for the Annual Meeting, there were 103,882,937 outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), entitled to vote at the Annual Meeting. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 20, 2026.

Proposal 1 - Election of Class III Directors. Frank Thomas, Carole S. Ben-Maimon, M.D. and Joseph Truitt were elected to the Board of Directors of the Company as Class III directors to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors, if any, are duly elected and qualified or appointed, or their earlier death, resignation, or removal, as follows:

Name

Votes For

Votes Withheld

Broker Non-Votes

Frank Thomas

66,827,378

8,569,298

15,489,254

Carole S. Ben-Maimon, M.D.

67,314,208

8,082,468

15,489,254

Joseph Truitt

66,445,617

8,951,059

15,489,254

Proposal 2 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers in 2025. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers in 2025, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

73,822,237

1,498,429

76,010

15,489,254

Proposal 3 – Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders indicated, on an advisory basis, the preferred frequency of one year for future advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:
 

Every Year

Every Two Years

Every Three Years

Abstentions

Broker Non-Votes

72,645,858

71,449

2,633,106

46,263

15,489,254

 

In light of the voting results on this advisory proposal, the Board of Directors of the Company has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of such votes.

 

Proposal 4 - Ratification of Independent Registered Public Accountant. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

90,784,651

72,972

28,307

0


Proposal 5 - Approval of an amendment to the Ninth Amended and Restated Certificate of Incorporation, as amended. The stockholders approved an amendment to the Company’s Ninth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s Common Stock from 115,000,000 to 215,000,000, as follows:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

89,732,486

1,046,555

106,889

0

 

Proposal 6 - Approval of an adjournment of the Annual Meeting. The stockholders approved an adjournment of the Annual Meeting to the extent there were insufficient votes to approve Proposal 5, but such an adjournment was not necessary in light of the approval of Proposal 5 at the Annual Meeting. The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

89,887,684

958,761

39,485

0

 

 

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.

 

 

 

Larimar Therapeutics, Inc.

 

 

 

 

Date:

May 19, 2026

By:

/s/ Carole S. Ben-Maimon, M.D.

 

 

 

Name: Carole S. Ben-Maimon, M.D.
Title: President and Chief Executive Officer
 

 

Source: View Original Filing on SEC EDGAR

FAQ

What key decisions were made at Larimar Therapeutics (LRMR) 2026 annual meeting?

Stockholders elected three Class III directors, approved 2025 executive pay on an advisory basis, chose annual say-on-pay frequency, ratified PricewaterhouseCoopers LLP as 2026 auditor, and approved a large increase in authorized common shares from 115,000,000 to 215,000,000.

How many Larimar Therapeutics (LRMR) shares were eligible to vote at the meeting?

As of the March 25, 2026 record date, 103,882,937 shares of Larimar Therapeutics common stock were outstanding and entitled to vote. These shares formed the basis for quorum, voting power on director elections, say-on-pay proposals, and the amendment increasing authorized share capital.

Did Larimar Therapeutics (LRMR) stockholders approve the 2025 executive compensation?

Yes. Stockholders approved 2025 executive compensation on an advisory basis with 73,822,237 votes for, 1,498,429 against, and 76,010 abstentions, plus 15,489,254 broker non-votes. This non-binding vote signals general support for the company’s named executive officer pay structure in 2025.

What frequency of say-on-pay votes did Larimar Therapeutics (LRMR) investors prefer?

Investors preferred an annual say-on-pay vote, with 72,645,858 votes for every year, 71,449 for every two years, and 2,633,106 for every three years. The Board decided to hold advisory votes on executive compensation every year until the next required frequency vote.

What change did Larimar Therapeutics (LRMR) approve to its authorized share capital?

Stockholders approved amending the certificate of incorporation to increase authorized common stock from 115,000,000 to 215,000,000 shares, with 89,732,486 votes for and 1,046,555 against. This change expands capacity for future equity issuances without immediately issuing any new shares.

Was PricewaterhouseCoopers LLP reappointed as Larimar Therapeutics (LRMR) auditor?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2026 fiscal year, with 90,784,651 votes for, 72,972 against, and 28,307 abstentions. This supports continuity in the company’s external financial statement auditing arrangements.

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