Pulmonx shareholders approve directors and pay

Pulmonx Corporation reported the results of its 2026 annual meeting of stockholders.

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Form Type

8-K

Rhea-AI Filing Summary

Pulmonx Corporation reported the results of its 2026 annual meeting of stockholders. A total of 32,645,270 shares were present or represented by proxy, representing approximately 77.29% of the 42,237,203 shares outstanding and entitled to vote as of April 7, 2026.

Stockholders elected three Class III directors — Thomas W. Burns, Georgia Garinois-Melenikiotou, and Dana G. Mead, Jr. — to serve until the 2029 annual meeting and until their successors are elected and qualified.

Stockholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, and approved, on a non-binding advisory basis, the company’s executive compensation as described in the proxy statement.

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

Shares outstanding entitled to vote: 42,237,203 shares Shares present or by proxy: 32,645,270 shares Director vote – Thomas W. Burns: 19,751,638 for; 1,063,272 withheld +4 more

7 metrics

Shares outstanding entitled to vote 42,237,203 shares As of record date April 7, 2026

Shares present or by proxy 32,645,270 shares 2026 annual meeting; about 77.29% of eligible shares

Director vote – Thomas W. Burns 19,751,638 for; 1,063,272 withheld Class III director election; 11,830,360 broker non-votes

Director vote – Georgia Garinois-Melenikiotou 17,680,826 for; 3,134,084 withheld Class III director election; 11,830,360 broker non-votes

Director vote – Dana G. Mead, Jr. 19,853,196 for; 961,714 withheld Class III director election; 11,830,360 broker non-votes

Auditor ratification vote 31,458,698 for; 97,509 against; 1,089,063 abstain BDO USA, P.C. for fiscal year ending December 31, 2026

Say-on-pay vote 17,196,362 for; 3,485,784 against; 132,764 abstain Non-binding advisory approval of executive compensation; 11,830,360 broker non-votes

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"For | Withheld | Broker Non-Votes Thomas W. Burns | 19,751,638 | 1,063,272 | 11,830,360"

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 appointment of BDO USA, P.C. 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 financial

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

A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.

Annual Meeting of Stockholders financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Pulmonx (LUNG) stockholders vote on at the 2026 annual meeting?

Pulmonx stockholders voted on electing three Class III directors, ratifying BDO USA, P.C. as independent auditor for 2026, and approving executive compensation on a non-binding advisory basis. All three proposals received sufficient support to pass.

What was the shareholder turnout for Pulmonx (LUNG)’s 2026 annual meeting?

Shareholder turnout was strong, with 32,645,270 shares present or represented by proxy, about 77.29% of the 42,237,203 shares outstanding and entitled to vote as of the April 7, 2026 record date, enabling all proposals to be considered.

Which directors were elected at Pulmonx (LUNG)’s 2026 annual meeting?

Stockholders elected Thomas W. Burns, Georgia Garinois-Melenikiotou, and Dana G. Mead, Jr. as Class III directors. Each will serve until Pulmonx’s 2029 annual meeting of stockholders and until a successor has been elected and qualified, based on majority support.

Did Pulmonx (LUNG) stockholders approve the company’s executive compensation?

Yes. Stockholders approved Pulmonx’s executive compensation on a non-binding advisory basis, with 17,196,362 votes for, 3,485,784 against, and 132,764 abstentions, along with 11,830,360 broker non-votes, as disclosed in the annual meeting voting results.

Was Pulmonx (LUNG)’s auditor for 2026 ratified by stockholders?

Yes. Stockholders ratified BDO USA, P.C. as Pulmonx’s independent registered public accounting firm for the year ending December 31, 2026, with 31,458,698 votes for, 97,509 against, and 1,089,063 abstentions. There were no broker non-votes on this proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 04:04 PM EDT

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 4, 2026

PULMONX CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Delaware		001-39562	77-0424412
(State or Other Jurisdiction		(Commission File Number)	(IRS Employer
of Incorporation)			Identification No.)
700 Chesapeake Drive
Redwood City,	CA		94063
(Address of Principal Executive Offices)			(Zip Code)

(650)364-0400

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 (see General Instructions 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, $0.001 par value

LUNG

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 4, 2026, Pulmonx Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 32,645,270 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, which represented approximately 77.29% of the Company’s 42,237,203 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of April 7, 2026. At the Annual Meeting, the stockholders of the Company considered the three proposals outlined below, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”).

Proposal 1 – Election of Directors

The stockholders elected each of the three nominees for Class III director to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successor has been elected and qualified. The voting results were as follows:


	For	Withheld	Broker Non-Votes
Thomas W. Burns	19,751,638	1,063,272	11,830,360
Georgia Garinois-Melenikiotou	17,680,826	3,134,084	11,830,360
Dana G. Mead, Jr.	19,853,196	961,714	11,830,360

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:


For	Against	Abstain
31,458,698	97,509	1,089,063

There were no broker non-votes with respect to Proposal 2.

Proposal 3 – Non-Binding Advisory Vote to Approve the Company’s Executive Compensation

The stockholders approved, on a non-binding advisory basis, the Company’s executive compensation as disclosed in the Proxy Statement. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
17,196,362	3,485,784	132,764	11,830,360

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.

Pulmonx Corporation

Dated: June 4, 2026


By:			/s/ David Lehman
			David Lehman
			General Counsel

Source: View Original Filing on SEC EDGAR

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