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Milestone Pharmaceuticals (MIST) investors approve equity plan, elect board and ratify PwC

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Milestone Pharmaceuticals Inc. reported results from its 2026 annual shareholder meeting. Shareholders approved an amendment to the 2019 Equity Incentive Plan that increases the number of ordinary shares authorized for issuance by 6,800,000 shares, expanding the pool available for future equity-based compensation.

All eight director nominees were elected, each receiving roughly 23.4–24.2 million votes for and about 3.1–3.9 million votes withheld, with 48.6 million broker non-votes recorded per nominee. Shareholders also ratified PricewaterhouseCoopers LLP as auditor with 75,025,285 votes for, 249,836 against and 664,912 abstentions.

They approved the amended 2019 Equity Incentive Plan with 19,262,773 votes for, 5,479,043 against, 2,617,059 abstentions and 48,581,158 broker non-votes. In a non-binding advisory vote on executive pay, 19,665,705 votes supported the compensation of named executive officers, 6,990,920 were against, 702,247 abstained and 48,581,161 were broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 6,800,000 shares Additional ordinary shares authorized under 2019 Equity Incentive Plan
Auditor ratification votes for 75,025,285 votes Ratification of PricewaterhouseCoopers LLP as auditor
Auditor votes against 249,836 votes Ratification of PricewaterhouseCoopers LLP as auditor
Equity plan votes for 19,262,773 votes Approval of amended 2019 Equity Incentive Plan
Equity plan votes against 5,479,043 votes Approval of amended 2019 Equity Incentive Plan
Say-on-pay votes for 19,665,705 votes Non-binding advisory vote on executive compensation
Say-on-pay votes against 6,990,920 votes Non-binding advisory vote on executive compensation
2019 Equity Incentive Plan financial
"approved an amendment to the Company’s 2019 Equity Incentive Plan, as amended"
broker non-votes financial
"as well as the final tally of the number of votes cast ... and 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.
non-binding advisory vote financial
"Proposal 4 was a proposal for a non-binding advisory vote on the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
emerging growth company regulatory
"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.
Audit Committee financial
"ratify the selection by the Company’s Audit Committee of PricewaterhouseCoopers LLP"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
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false 0001408443 A8 00-0000000 QC 0001408443 2026-06-10 2026-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

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 10, 2026

 

 

MILESTONE PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

 

Québec   001-38899   Not applicable
(state or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

1111 Dr. Frederik-Philips Boulevard,    
Suite 420    
Montréal, Québec CA   H4M 2X6
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (514) 336-0444

 

(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 Instruction 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 Shares   MIST   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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; Compensation Arrangements of Certain Officers.

 

At the 2026 annual meeting of shareholders held on June 10, 2026 (the “Annual Meeting”), the shareholders of Milestone Pharmaceuticals Inc. (the “Company”) approved an amendment to the Company’s 2019 Equity Incentive Plan, as amended (the “2019 EIP”), to, among other things, increase the number of ordinary shares authorized for issuance by 6,800,000 shares.

 

A more detailed summary of the material features of the 2019 EIP, as amended, including the terms of equity grants thereunder, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the “2026 Proxy Statement”). That summary and the foregoing description is qualified in its entirety by reference to the text of the 2019 EIP, as amended, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

At the Annual Meeting, the Company’s shareholders voted on four proposals, each of which is described in more detail in the 2026 Proxy Statement. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for, withheld or against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

 

Proposal 1. Election of Directors

 

The Company’s shareholders elected the nominees below to the Company’s board of directors (the “Board”), each to hold office until the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”), or until their successors are duly elected or appointed or until such directors’ earlier resignation or removal. The votes regarding the election of directors were as follows:

 

Nominee  Votes For   Votes Withheld   Broker Non-Votes 
Joseph Oliveto   23,968,376    3,390,500    48,581,157 
Stuart M. Duty   24,188,870    3,170,005    48,581,158 
Seth H.Z. Fischer   24,199,513    3,159,363    48,581,157 
Lisa M. Giles   24,212,031    3,146,845    48,581,157 
Joseph C. Papa   23,437,235    3,921,639    48,581,159 
Andrew R. Saik   24,111,218    3,247,657    48,581,158 
Michael Tomsicek   24,205,006    3,153,870    48,581,157 
Robert J. Wills   23,506,189    3,852,686    48,581,158 

 

Proposal 2. Appointment of the Auditor

 

Proposal 2 was a proposal to ratify the selection by the Company’s Audit Committee of PricewaterhouseCoopers LLP as the auditor for the Company until the close of the 2027 Annual Meeting and the authorization of the Board to fix the auditor’s remuneration. The votes regarding the ratification of the selection of the Company’s auditor were as follows:

 

Votes For   Votes
Against
   Abstentions 
 75,025,285    249,836    664,912 

 

 

 

Proposal 3. 2019 Equity Plan Amendment

 

Proposal 3 was a proposal to approve the 2019 EIP, as amended, to, among other things, increase the number of ordinary shares authorized for issuance by 6,800,000 shares. The votes regarding the 2019 EIP were as follows:

 

Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
 19,262,773    5,479,043    2,617,059    48,581,158 

 

Proposal 4. Advisory Vote on Executive Compensation

 

Proposal 4 was a proposal for a non-binding advisory vote on the compensation of the Company’s named executive officers. The votes regarding the non-binding advisory vote were as follows:

 

Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
 19,665,705    6,990,920    702,247    48,581,161 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
10.1   Milestone Pharmaceuticals Inc. 2019 Equity Incentive Plan, as Amended
     
104   Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document

 

 

 

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.

 

MILESTONE PHARMACEUTICALS INC.  
   
By: /s/Amit Hasija  
  Amit Hasija  
  Chief Financial Officer  

 

Dated: June 15, 2026

 

 

FAQ

What did Milestone Pharmaceuticals (MIST) shareholders approve at the 2026 annual meeting?

Shareholders approved an amendment to Milestone’s 2019 Equity Incentive Plan, adding 6,800,000 ordinary shares authorized for issuance. They also elected all director nominees, ratified PricewaterhouseCoopers LLP as auditor, and supported executive compensation in a non-binding advisory vote.

How many additional shares did Milestone Pharmaceuticals authorize under the 2019 Equity Incentive Plan?

The amendment to Milestone’s 2019 Equity Incentive Plan increased ordinary shares authorized for issuance by 6,800,000 shares. This larger pool supports future equity awards, such as stock options or restricted stock, used to compensate and retain employees, executives, directors, and other service providers.

Were all Milestone Pharmaceuticals (MIST) director nominees elected in 2026?

All eight director nominees were elected to Milestone’s board. Each received approximately 23.4–24.2 million votes for and about 3.1–3.9 million votes withheld, with 48,581,157 or 48,581,158 broker non-votes recorded for each nominee at the 2026 annual meeting.

Did Milestone Pharmaceuticals shareholders ratify PricewaterhouseCoopers as auditor?

Shareholders ratified PricewaterhouseCoopers LLP as Milestone’s auditor until the 2027 annual meeting. The vote totaled 75,025,285 votes for, 249,836 votes against, and 664,912 abstentions, and also authorized the board of directors to fix the auditor’s remuneration for the upcoming period.

How did Milestone Pharmaceuticals shareholders vote on the amended 2019 Equity Incentive Plan?

The amended 2019 Equity Incentive Plan received 19,262,773 votes for and 5,479,043 votes against, with 2,617,059 abstentions and 48,581,158 broker non-votes. The approval confirms shareholder support for expanding the share pool used for equity-based compensation grants under the plan.

What were the results of Milestone Pharmaceuticals’ say-on-pay vote in 2026?

In the non-binding advisory vote on executive compensation, Milestone shareholders cast 19,665,705 votes for the named executive officers’ pay and 6,990,920 votes against, with 702,247 abstentions and 48,581,161 broker non-votes, indicating majority support for the company’s compensation practices.

Filing Exhibits & Attachments

4 documents