Niagen Bioscience holders back board, auditor

Niagen Bioscience, Inc. reported the results of its 2026 Annual Meeting of Stockholders.

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Form Type

8-K

Rhea-AI Filing Summary

Niagen Bioscience, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected all eight director nominees, including Frank L. Jaksch, Jr., Robert Fried, Steven Rubin, Wendy Yu, Gary Ng, Kristin Patrick, Ann Cohen, and Hamed Shahbazi.

Stockholders also ratified the appointment of Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 56,152,066 votes for and 2,256,090 against. In addition, they approved, on an advisory basis, the compensation of the company’s named executive officers.

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

Votes for Frank L. Jaksch, Jr.: 44,531,507 For Votes for Robert Fried: 44,822,825 For Auditor ratification For votes: 56,152,066 For +3 more

6 metrics

Votes for Frank L. Jaksch, Jr. 44,531,507 For Election as director at 2026 Annual Meeting

Votes for Robert Fried 44,822,825 For Election as director at 2026 Annual Meeting

Auditor ratification For votes 56,152,066 For Ratification of Crowe LLP for fiscal year ending December 31, 2026

Auditor ratification Against votes 2,256,090 Against Proposal 2 at 2026 Annual Meeting

Say-on-pay For votes 43,188,958 For Advisory vote on named executive officer compensation

Broker non-votes on director items 13,274,979 broker non-votes Each director election and say-on-pay proposal

Key Terms

broker non-votes, independent registered public accounting firm, on an advisory basis, emerging growth company, +1 more

5 terms

broker non-votes financial

"No broker non-votes arose in connection with Proposal 2."

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

"Ratification of the appointment of Crowe 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.

on an advisory basis financial

"Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers."

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.

named executive officers financial

"compensation paid to the Company’s named executive officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

FAQ

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

What did Niagen Bioscience (NAGE) stockholders decide about the board of directors?

Niagen Bioscience stockholders elected all eight director nominees to serve until the 2027 Annual Meeting. Each nominee, including Frank L. Jaksch, Jr. and Robert Fried, received more "For" than "Withheld" votes, with additional broker non-votes reported for each director.

Did Niagen Bioscience (NAGE) stockholders ratify the company’s independent auditor?

Yes, stockholders ratified Crowe LLP as Niagen Bioscience’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 56,152,066 "For," 2,256,090 "Against," and 158,200 "Abstain," with no broker non-votes on this proposal.

How did Niagen Bioscience (NAGE) investors vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of Niagen Bioscience’s named executive officers. Proposal 3 received 43,188,958 votes "For," 1,930,441 "Against," 171,978 "Abstain," and 13,274,979 broker non-votes, indicating overall support for the current pay structure.

What were the broker non-votes at Niagen Bioscience’s 2026 Annual Meeting?

For the director elections and the advisory vote on executive compensation, Niagen Bioscience reported 13,274,979 broker non-votes. For the auditor ratification proposal, the company noted that no broker non-votes arose, reflecting typical discretionary voting by brokers on that item.

Which accounting firm will audit Niagen Bioscience (NAGE) for fiscal 2026?

Crowe LLP will serve as Niagen Bioscience’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders ratified this appointment at the 2026 Annual Meeting through Proposal 2, which received strong support in the shareholder vote results.

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

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Accepted by SEC EDGAR 06/29/2026 - 04:30 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 24, 2026

NIAGEN BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37752

26-2940963

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10900 Wilshire Blvd. Suite 600, Los Angeles, California 90024

(Address of principal executive offices, including zip code)

(310) 388-6706

(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, par value $0.001 per share	NAGE	The Nasdaq Capital 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 5.07 Submission of Matters to a Vote of Security Holders.

Set forth below are the results of the matters submitted for a vote of stockholders at the Company’s 2026 Annual Meeting.

Proposal 1 — Election of directors.

The following directors were elected to serve until the Company’s 2027 Annual Meeting of Stockholders and until his or her successor is elected, or, if sooner, until such director’s death, resignation or removal.



Director Elected	For	Withheld	Broker Non-Votes
Frank L. Jaksch, Jr.	44,531,507	759,870	13,274,979
Robert Fried	44,822,825	468,552	13,274,979
Steven Rubin	28,495,147	16,796,230	13,274,979
Wendy Yu	44,520,972	770,405	13,274,979
Gary Ng	44,446,052	845,325	13,274,979
Kristin Patrick	43,608,014	1,683,363	13,274,979
Ann Cohen	44,360,218	931,159	13,274,979
Hamed Shahbazi	30,544,086	14,747,291	13,274,979

Proposal 2 — Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.


For	Against	Abstain	Broker Non-Votes
56,152,066	2,256,090	158,200	—

* No broker non-votes arose in connection with Proposal 2.

Proposal 3 — Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.


For	Against	Abstain	Broker Non-Votes
43,188,958	1,930,441	171,978	13,274,979

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.


	NIAGEN BIOSCIENCE, INC.

Dated: June 29, 2026	By:	/s/ Ozan Pamir
		Name: Ozan Pamir
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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