MAIA Biotechnology (MAIA) investors back 2026 directors and auditor at meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

MAIA Biotechnology, Inc. reported results of its 2026 annual shareholder meeting. As of the March 23, 2026 record date, 60,671,491 common shares were outstanding and entitled to vote, and 37,547,754 shares were present in person or by proxy, representing approximately 61.88%, so a quorum was reached.

Stockholders re-elected Class I directors Louie Ngar Yee and Steven Chaouki to three-year terms expiring at the 2029 annual meeting or until their successors are elected and qualified. Votes for Louie Ngar Yee were 16,658,677 for and 8,796,832 withheld, with 11,375,414 broker non-votes. Votes for Steven Chaouki were 25,109,811 for and 345,698 withheld, with 11,375,414 broker non-votes.

Shareholders also ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, with 37,278,294 votes for, 210,408 against, and 19,052 abstentions.

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: 60,671,491 shares Shares present at meeting: 37,547,754 shares Quorum percentage: 61.88% +4 more

7 metrics

Shares outstanding entitled to vote 60,671,491 shares Common stock as of record date March 23, 2026

Shares present at meeting 37,547,754 shares Shares present in person or by proxy at 2026 annual meeting

Quorum percentage 61.88% Portion of shares outstanding and entitled to vote represented

Votes for Steven Chaouki 25,109,811 votes Election as Class I director at 2026 annual meeting

Votes for Louie Ngar Yee 16,658,677 votes Election as Class I director at 2026 annual meeting

Votes for auditor ratification 37,278,294 votes Ratification of Grant Thornton LLP for year ending December 31, 2026

Votes against auditor ratification 210,408 votes Shareholder opposition to Grant Thornton LLP ratification

Key Terms

quorum, broker non-votes, independent registered public accounting firm, definitive proxy statement, +1 more

5 terms

quorum financial

"representing approximately 61.88% of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting; therefore a quorum was present."

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.

broker non-votes financial

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

"Stockholders ratified the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

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.

definitive proxy statement regulatory

"please refer to the Company’s definitive proxy statement, dated April 7, 2026, as filed by the Company with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

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.

Understanding 8-K Material Events →

05/22/2026 - 06:03 AM

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 21, 2026

MAIA Biotechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41455		83-1495913
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

444 West Lake Street, Suite 1700 Chicago, IL		60606
(Address of principal executive offices)		(Zip Code)

(312) 416-8592

(Registrant’s telephone number, including area code)

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		MAIA		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 21, 2026, MAIA Biotechnology, Inc. (the “Company”) (NYSE American: MAIA) held its 2026 Annual Meeting of stockholders (the “Annual Meeting”). For more information on the proposals, which are described below, please refer to the Company’s definitive proxy statement, dated April 7, 2026, as filed by the Company with the Securities and Exchange Commission on April 7, 2026.

As of the record date of March 23, 2026, there were 60,671,491 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, there were present, in person or by proxy, shareholders holding an aggregate of 37,547,754 shares of common stock, representing approximately 61.88% of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting; therefore a quorum was present. The following matters were submitted to a vote of stockholders at the Annual Meeting:

1. Election of Class I Directors

Stockholders re-elected both of the Company’s Class I nominees for director for three-year terms expiring on the annual meeting of stockholders to be held in 2029 or until their successors are duly elected and qualified. Each of the nominees is currently serving as a member of our board of directors. The voting results were as follows:

Directors	For	Withheld	Broker Non-Votes
Louie Ngar Yee	16,658,677	8,796,832	11,375,414
Steven Chaouki	25,109,811	345,698	11,375,414

2. Ratification of Auditors

Stockholders ratified the appointment of Grant Thornton LLP to serve 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
37,278,294		210,408		19,052

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.

Dated: May 22, 2026

	MAIA BIOTECHNOLOGY, INC.

	By:	/s/ Vlad Vitoc
	Name:	Vlad Vitoc
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

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

Shareholders voted on re-electing two Class I directors and ratifying Grant Thornton LLP as independent auditor for 2026. Both director nominees and the auditor ratification received sufficient support to be approved at the meeting.

Did MAIA (MAIA) have a quorum for its 2026 shareholder meeting?

Yes, MAIA achieved a quorum with 37,547,754 shares present in person or by proxy, representing approximately 61.88% of 60,671,491 shares outstanding and entitled to vote as of March 23, 2026.

Were MAIA (MAIA) Class I directors re-elected in 2026?

Yes, Class I directors Louie Ngar Yee and Steven Chaouki were re-elected for three-year terms expiring at the 2029 annual meeting, or until successors are elected and qualified, based on majority support from voting shareholders.

How did MAIA (MAIA) shareholders vote on Grant Thornton as auditor?

Shareholders ratified Grant Thornton LLP as MAIA’s independent registered public accounting firm for the year ending December 31, 2026, with 37,278,294 votes for, 210,408 against, and 19,052 abstentions recorded.

How many MAIA (MAIA) shares were entitled to vote at the 2026 meeting?

As of the March 23, 2026 record date, 60,671,491 shares of MAIA’s common stock were issued, outstanding, and entitled to vote at the 2026 annual meeting of stockholders.

What were the vote totals for MAIA (MAIA) director nominee Steven Chaouki?

Steven Chaouki received 25,109,811 votes for and 345,698 votes withheld, with 11,375,414 broker non-votes recorded in the election of Class I directors at the 2026 annual meeting.

Filing Exhibits & Attachments

3 documents