NeuroPace holders elect directors, ratify auditor

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What did NeuroPace (NPCE) stockholders decide at the 2026 annual meeting?

Were NeuroPace (NPCE) director nominees approved at the 2026 meeting?

How did NeuroPace (NPCE) shareholders vote on the company’s auditor for 2026?

Who will serve as NeuroPace (NPCE) Class II directors after the 2026 annual meeting?

When and how was NeuroPace’s 2026 annual stockholder meeting held?

NeuroPace, Inc. reported the results of its 2026 Annual Meeting of Stockholders held by live webcast on June 5, 2026.

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8-K

NeuroPace, Inc. reported the results of its 2026 Annual Meeting of Stockholders held by live webcast on June 5, 2026. Stockholders elected Class II directors Lisa Andrade and Scott Huennekens to serve until the 2029 annual meeting and until their successors are elected and qualified.

Andrade received 15,194,450 votes for and 6,024,133 withheld, with 8,048,133 broker non-votes. Huennekens received 20,973,382 votes for and 245,201 withheld, with the same 8,048,133 broker non-votes. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 28,850,105 votes for, 209,301 against, and 207,310 abstentions.

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.

Votes for Lisa Andrade: 15,194,450 votes Votes for Scott Huennekens: 20,973,382 votes Votes for auditor ratification: 28,850,105 votes for +2 more

5 metrics

Votes for Lisa Andrade 15,194,450 votes Election as Class II director at 2026 annual meeting

Votes for Scott Huennekens 20,973,382 votes Election as Class II director at 2026 annual meeting

Votes for auditor ratification 28,850,105 votes for Ratification of PwC for fiscal year ending December 31, 2026

Votes against auditor ratification 209,301 votes against Ratification of PwC for fiscal year ending December 31, 2026

Abstentions on auditor ratification 207,310 abstain Ratification of PwC for fiscal year ending December 31, 2026

broker non-votes, independent registered public accounting firm, Annual Meeting of Stockholders, emerging growth company

4 terms

broker non-votes financial

"The results of the vote were ... 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.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as NeuroPace’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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast"

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

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

Stockholders elected two Class II directors and ratified PricewaterhouseCoopers LLP as auditor for 2026. Lisa Andrade and Scott Huennekens were elected, and PwC’s appointment received strong support based on the disclosed vote totals.

Yes. Class II director nominees Lisa Andrade and Scott Huennekens were elected to serve until the 2029 annual meeting. Each nominee received more votes “for” than “withhold,” with additional broker non-votes reported in the results table.

Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 28,850,105 for, 209,301 against, and 207,310 abstentions, with no broker non-votes reported.

Lisa Andrade and Scott Huennekens will serve as Class II directors following the 2026 meeting. They are expected to hold office until the 2029 annual meeting and until their successors are duly elected and qualified or earlier departure events occur.

The 2026 annual stockholder meeting was held on June 5, 2026, via live virtual webcast. The company reported that stockholders considered proposals described in its April 21, 2026 definitive proxy statement and disclosed final voting results for each item.

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Accepted by SEC EDGAR 06/08/2026 - 04:54 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 5, 2026

NEUROPACE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40337

22-3550230

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

455 N. Bernardo Avenue

Mountain View, CA

94043

(Address of principal executive offices)

(Zip Code)

(650) 237-2700

Registrant’s telephone number, including area code

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 (see General Instructions 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 Stock, $0.001 par value per share	NPCE	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 ☒

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 June 5, 2026, NeuroPace, Inc. held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. The following proposals were voted upon, and the final voting results with respect to each such proposal are set forth below. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2026.

Proposal 1 - Election of Directors. NeuroPace’s stockholders elected each of the following Class II director nominees to hold office until NeuroPace’s 2029 Annual Meeting of Stockholders and until their successor is duly elected and qualified or until their earlier death, resignation or removal. The results of the vote were:


Nominee	For	Withhold	Broker Non-Votes
Lisa Andrade	15,194,450	6,024,133	8,048,133
Scott Huennekens	20,973,382	245,201	8,048,133

Proposal 2 - Ratification of Independent Registered Public Accounting Firm. NeuroPace’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as NeuroPace’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were:


For	Against	Abstain	Broker Non-Votes
28,850,105	209,301	207,310	—

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.

Source: View Original Filing on SEC EDGAR

NeuroPace, Inc.

Dated: June 8, 2026

/s/ Leah Akin

Leah Akin

General Counsel and Corporate Secretary

3 documents