Nautilus Biotechnology (NAUT) investors approve directors, auditor and annual Say on Pay

Rhea-AI Filing Summary

Nautilus Biotechnology, Inc. reported the results of its 2026 annual stockholder meeting held on June 17, 2026. Of 127,078,855 common shares outstanding as of April 20, 2026, 85,002,191 were represented in person or by proxy, indicating strong participation.

Stockholders elected Class II directors Parag Mallick and Farzad Nazem, each to serve until the 2029 annual meeting. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026.

In an advisory vote, stockholders approved the 2025 executive compensation program and expressed a preference to hold future advisory votes on executive pay every one year. The company plans to conduct annual Say on Pay votes until the next required frequency vote, scheduled no later than the 2032 annual meeting.

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: 127,078,855 shares Shares represented: 85,002,191 shares Votes for Mallick: 67,882,439 votes +4 more

7 metrics

Shares outstanding 127,078,855 shares Common stock outstanding as of April 20, 2026 record date

Shares represented 85,002,191 shares Shares present or by proxy at 2026 annual meeting

Votes for Mallick 67,882,439 votes Votes for election of director Parag Mallick

Votes for Nazem 67,994,844 votes Votes for election of director Farzad Nazem

Auditor ratification support 84,937,704 votes for Support for PricewaterhouseCoopers LLP as 2026 auditor

Say on Pay support 69,994,022 votes for Advisory vote approving 2025 executive compensation

Annual frequency support 69,142,818 votes Votes favoring 1-year Say on Pay frequency

Key Terms

independent registered public accounting firm, broker non-votes, advisory vote on executive compensation, Say on Pay Vote, +1 more

5 terms

independent registered public accounting firm financial

"The appointment of PricewaterhouseCoopers LLP 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.

broker non-votes financial

"Parag Mallick | 67,882,439 | 2,411,134 | 14,708,618 Farzad Nazem | 67,994,844 | 2,298,729 | 14,708,618"

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.

advisory vote on executive compensation financial

"Advisory Vote on Executive Compensation: The vote to approve, on an advisory basis, the compensation of the Company’s named executive officers"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

Say on Pay Vote financial

"for the fiscal year ended December 31, 2025 (the “Say on Pay Vote”) was as follows"

advisory vote on frequency financial

"Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation: The vote to approve, on an advisory basis, the frequency of future Say on Pay Votes"

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Understanding 8-K Material Events →

0001808805FALSE00018088052026-06-172026-06-17

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 17, 2026

NAUTILUS BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39434

98-1541723

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2701 Eastlake Avenue East Seattle, Washington (Address of principal executive offices) 98102 (Zip code)

(206) 333-2001

(Registrant’s telephone number, including area code)

(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 $0.0001 per share

NAUT

The Nasdaq Stock Market LLC

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  o

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.  o

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

Nautilus Biotechnology, Inc. (the “Company”) held its 2026 annual meeting of stockholders on June 17, 2026 (the “Annual Meeting”). Of the 127,078,855 shares of the Company’s common stock outstanding as of the record date of April 20, 2026, 85,002,191 shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

1.Election of Class II Directors. The following nominees were elected to serve as Class II directors, each to hold office until the Company’s 2029 annual meeting of stockholders or until his respective successor has been duly elected and qualified:

Nominee						Votes For												Votes Withheld												Broker Non-Votes
Parag Mallick									67,882,439												2,411,134												14,708,618
Farzad Nazem									67,994,844												2,298,729												14,708,618

2.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following results of voting:

Votes For												Votes Against												Abstentions
			84,937,704												27,748												36,739

3.Advisory Vote on Executive Compensation: The vote to approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025 (the “Say on Pay Vote”) was as follows:

Votes For												Votes Against												Abstentions						Broker Non-Votes
			69,994,022												268,341												31,210			14,708,618

4.Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation: The vote to approve, on an advisory basis, the frequency of future Say on Pay Votes was as follows:

1-Year						2-Years												3-Years												Abstentions
69,142,818									6,733												1,112,824												31,198

Based on the votes set forth above, the stockholders advised that they were in favor of every one year as the frequency of future Say on Pay Votes. In accordance with the voting results for this proposal, the Company has determined to hold future stockholder advisory votes on the compensation of the Company’s named executive officers every year until the next required non-binding advisory vote on the frequency of future Say on Pay Votes. The next required advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2032 annual meeting of stockholders.

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: June 18, 2026

			NAUTILUS BIOTECHNOLOGY, INC.
			By:			/s/ Sujal Patel
			Name:			Sujal Patel
			Title:			Chief Executive Officer

FAQ

What did Nautilus Biotechnology (NAUT) approve at the 2026 annual meeting?

Stockholders approved all key proposals, including electing two Class II directors, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and giving advisory approval to 2025 executive compensation and an annual frequency for future Say on Pay votes.

How many Nautilus Biotechnology (NAUT) shares were represented at the 2026 annual meeting?

A total of 85,002,191 shares were represented, in person or by proxy, out of 127,078,855 common shares outstanding as of April 20, 2026, showing substantial participation in the company’s 2026 annual meeting voting process.

Were Nautilus Biotechnology’s (NAUT) directors re-elected at the 2026 meeting?

Yes. Class II director nominees Parag Mallick and Farzad Nazem were elected to serve until the 2029 annual meeting, receiving approximately 68 million votes for each, with relatively low withhold votes and substantial broker non-votes recorded on the director election proposals.

Did Nautilus Biotechnology (NAUT) stockholders approve the auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 84,937,704 votes for, 27,748 votes against, and 36,739 abstentions on the auditor ratification proposal.

How did Nautilus Biotechnology (NAUT) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of named executive officers for 2025, with 69,994,022 votes for, 268,341 votes against, 31,210 abstentions, and 14,708,618 broker non-votes recorded on the Say on Pay advisory proposal.

What Say on Pay vote frequency did Nautilus Biotechnology (NAUT) stockholders prefer?

Stockholders advised in favor of an annual Say on Pay vote, with 69,142,818 shares supporting a one-year frequency. The company plans to hold advisory votes on executive compensation every year until the next required frequency vote, expected no later than the 2032 annual meeting.

Filing Exhibits & Attachments

3 documents

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