Neumora Therapeutics (NASDAQ: NMRA) investors approve directors, auditor and annual pay vote

Rhea-AI Filing Summary

Neumora Therapeutics, Inc. reported results from its annual meeting of stockholders. Three Class III directors — Paul L. Berns, Matthew Fust and David Piacquad — were elected to serve until the 2029 annual meeting. Stockholders also ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and supported holding future advisory votes on executive pay every year. The voting was based on 182,688,076 common shares outstanding and entitled to vote as of the April 7, 2026 record date.

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 entitled to vote: 182,688,076 shares Votes for Paul L. Berns: 126,617,746 votes Votes for Matthew Fust: 125,242,046 votes +4 more

7 metrics

Shares entitled to vote 182,688,076 shares Common stock outstanding as of April 7, 2026 record date

Votes for Paul L. Berns 126,617,746 votes Election as Class III director

Votes for Matthew Fust 125,242,046 votes Election as Class III director

Votes for David Piacquad 126,878,899 votes Election as Class III director

Auditor ratification votes for 157,623,815 votes Ratification of Ernst & Young LLP for 2026

Say-on-pay votes for 131,998,871 votes Advisory approval of executive compensation

Votes for annual say-on-pay 124,682,414 votes Preference for one-year advisory vote frequency

Key Terms

broker non-votes, advisory vote, named executive officers, emerging growth company

4 terms

broker non-votes financial

"The results of the vote were as follows ... 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.

advisory vote financial

"The advisory vote on the compensation of the Company’s named executive officers."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"The advisory vote on the compensation of 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.

emerging growth company regulatory

"Emerging growth company On May 27, 2026, Neumora Therapeutics, Inc."

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.

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Understanding 8-K Material Events →

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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): May 27, 2026

Neumora Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41802		84-4367680
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

260 Arsenal Place, Suite 1
Watertown, Massachusetts		02472
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 760-0900

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		NMRA		The 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 27, 2026, Neumora Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026 (the “Definitive Proxy Statement”). Only stockholders of record as of the close of business on April 7, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 182,688,076 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of three Class III directors to hold office until the 2029 annual meeting of stockholders and until their respective successor is elected and qualified or until their earlier death, resignation, disqualification or removal. The results of the vote were as follows:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Paul L. Berns		126,617,746		6,076,577		25,026,919
Matthew Fust		125,242,046		7,452,277		25,026,919
David Piacquad		126,878,899		5,815,424		25,026,919

Proposal 2. The ratification of the selection by the audit committee of the board of directors of the Company (the “Board”) of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The results of the vote were as follows:

Votes For		Votes Against		Abstentions
157,623,815		53,613		43,814

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The advisory vote on the compensation of the Company’s named executive officers. The results of the vote were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
131,998,871		420,917		274,535		25,026,919

Proposal 4. The advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results of the vote were as follows:

For One Year		For Two Years		For Three Years		Abstentions		Broker Non-Votes
124,682,414		23,968		7,948,592		39,349		25,026,919

In accordance with the recommendation of the Board and the voting results on this advisory proposal, the Company will hold an advisory vote to approve the named executive officer compensation every year.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						NEUMORA THERAPEUTICS, INC.
Date: May 29, 2026				By:		/s/ Michael Milligan
						Michael Milligan Chief Financial Officer

FAQ

What did Neumora Therapeutics (NMRA) stockholders vote on at the 2026 annual meeting?

Stockholders elected three Class III directors, ratified Ernst & Young LLP as auditor for 2026, approved executive compensation on an advisory basis, and chose an annual advisory vote frequency on pay. These outcomes follow the company’s April 17, 2026 definitive proxy statement.

Were Neumora Therapeutics’ director nominees elected at the 2026 annual meeting?

Yes. Class III directors Paul L. Berns, Matthew Fust and David Piacquad were elected to serve until the 2029 annual meeting. Each director received over 125 million votes for, with additional broker non-votes reported in the tabulation.

Did Neumora Therapeutics (NMRA) stockholders ratify Ernst & Young as auditor?

Yes. Stockholders ratified the selection of Ernst & Young LLP as Neumora’s independent registered public accounting firm for the year ending December 31, 2026, with 157,623,815 votes for, 53,613 votes against, and 43,814 abstentions recorded.

How did Neumora Therapeutics stockholders vote on executive compensation?

On an advisory basis, stockholders approved compensation for Neumora’s named executive officers, with 131,998,871 votes for, 420,917 votes against, 274,535 abstentions, and 25,026,919 broker non-votes. This vote provides non-binding feedback on the company’s executive pay practices.

How often will Neumora Therapeutics hold advisory votes on executive pay?

Stockholders supported holding advisory votes on named executive officer compensation every year. The one-year frequency received 124,682,414 votes, compared to 23,968 for two years and 7,948,592 for three years, with 39,349 abstentions and 25,026,919 broker non-votes.

How many Neumora Therapeutics shares were entitled to vote at the 2026 annual meeting?

As of the April 7, 2026 record date, 182,688,076 shares of Neumora Therapeutics common stock were outstanding and entitled to vote at the annual meeting. Only holders of these shares as of that date could participate in the voting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB