MBX Biosciences (NASDAQ: MBX) 2026 meeting backs directors and Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

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.

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Understanding 8-K Material Events →

06/05/2026 - 07:52 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): June 04, 2026

    

MBX Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42272	84-1882872
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11711 N. Meridian Street Suite 300
Carmel, Indiana		46032
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (317) 659-0200

    

     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:

☐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, $0.0001 par value per share	MBX	Nasdaq Global Select 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2026, MBX Biosciences, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). As further described under Item 5.07 below, the Company's stockholders approved the election of two Class II directors to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 4, 2026. As of April 10, 2026, the record date for the Annual Meeting, there were 47,570,485 shares outstanding shares of the Company's common stock. The Company's stockholders voted on the following matters, which are described in detail in the Proxy Statement: (i) to elect two Class II director nominees, Patrick J. Heron. and Edward T. Mathers, to the Company's Board of Directors, each to hold office until the Company's 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal ("Proposal 1") and (ii) to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 ("Proposal 2").

The Company's stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company's stockholders voted for Class I directors as follows:


Class II Director Nominee	For	Withhold	Broker Non-Votes
Patrick J. Heron	35,007,623	4,579,129	4,130,833
Edward T. Mathers	31,983,223	7,603,529	4,130,833

The Company's stockholders approved Proposal 2 to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast at the Annual Meeting were as follows:


For	Against	Abstain	Broker Non-Votes
43,713,693	1,946	1,946	-

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.


			MBX Biosciences, Inc.

Date:	June 5, 2026	By:	/s/ P. Kent Hawryluk
			President and Chief Executive Officer (Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

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.

How many MBX (MBX) shares were eligible to vote at the 2026 annual meeting?

At the April 10, 2026 record date, 47,570,485 MBX common shares were outstanding and eligible to vote. These shares determined who could participate in electing directors and ratifying the independent registered public accounting firm at the June 4, 2026 meeting.

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.

Filing Exhibits & Attachments

1 document