MBX Biosciences elects directors, ratifies auditor
MBX Biosciences, Inc. reported the results of its 2026 annual meeting of stockholders held on June 4, 2026.
Accepted by SEC EDGAR
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Form Type
8-K
Rhea-AI Filing Summary
MBX Biosciences, Inc. reported the results of its 2026 annual meeting of stockholders held on June 4, 2026. Stockholders elected two Class II directors, Patrick J. Heron and Edward T. Mathers, to serve terms ending at the 2029 annual meeting.
As of the April 10, 2026 record date, there were 47,570,485 outstanding shares of common stock. Heron received 35,007,623 votes for and 4,579,129 withheld, while Mathers received 31,983,223 votes for and 7,603,529 withheld, with 4,130,833 broker non-votes for each. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 43,713,693 votes for, 1,946 against and 1,946 abstentions.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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 at record date: 47,570,485 shares
Votes for Patrick J. Heron: 35,007,623 votes
Votes withheld for Patrick J. Heron: 4,579,129 votes
+5 more
8 metrics
Shares outstanding at record date
47,570,485 shares
Common stock outstanding as of April 10, 2026 record date
Votes for Patrick J. Heron
35,007,623 votes
Election as Class II director at 2026 annual meeting
Votes withheld for Patrick J. Heron
4,579,129 votes
Election as Class II director
Votes for Edward T. Mathers
31,983,223 votes
Election as Class II director at 2026 annual meeting
Votes withheld for Edward T. Mathers
7,603,529 votes
Election as Class II director
Votes for Ernst & Young LLP
43,713,693 votes
Ratification as independent registered public accounting firm for 2026
Votes against Ernst & Young LLP
1,946 votes
Ratification as independent registered public accounting firm
Abstentions on auditor ratification
1,946 votes
Ratification of Ernst & Young LLP for year ending December 31, 2026
Key Terms
emerging growth company, Class II director, record date, independent registered public accounting firm, +1 more
5 terms
emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers;"
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.
Class II director financial
"to elect two Class II director nominees, Patrick J. Heron. and Edward T. Mathers,"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
record date financial
"As of April 10, 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.
independent registered public accounting firm financial
"to ratify the appointment of Ernst & Young 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
"Broker Non-Votes | ------------------------------------------------------------------------- Patrick J. Heron | | 35,007,623 | | 4,579,129 | | 4,130,833 |"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did MBX (MBX) stockholders approve at the 2026 annual meeting?
MBX stockholders elected two Class II directors and ratified Ernst & Young LLP as auditor. Patrick J. Heron and Edward T. Mathers will serve until the 2029 annual meeting, and Ernst & Young will audit the fiscal year ending December 31, 2026.
What were the vote results for MBX director Patrick J. Heron?
Patrick J. Heron received 35,007,623 votes for and 4,579,129 withheld, with 4,130,833 broker non-votes. This support elected him as a Class II director, with a term running until the 2029 annual meeting, subject to earlier death, resignation or removal.
How did MBX stockholders vote on director Edward T. Mathers?
Edward T. Mathers received 31,983,223 votes for and 7,603,529 withheld, plus 4,130,833 broker non-votes. Despite the higher withheld total compared to the other nominee, these results were sufficient for his election as a Class II director through the 2029 meeting.
Did MBX (MBX) stockholders ratify Ernst & Young LLP as auditor for 2026?
Yes. Stockholders ratified Ernst & Young LLP as MBX’s independent registered public accounting firm for the year ending December 31, 2026, with 43,713,693 votes for, 1,946 against and 1,946 abstentions, and no broker non-votes reported on this proposal.
When was MBX’s 2026 annual meeting held and what proposals were considered?
MBX held its 2026 annual meeting on June 4, 2026. Stockholders voted on electing two Class II directors, Patrick J. Heron and Edward T. Mathers, and on ratifying Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year.
AI-generated analysis. How Rhea-AI works. Not financial advice.
