Nuvation Bio (NUVB) shareholders elect directors, ratify KPMG and approve pay

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8-K Event Classification

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What did Nuvation Bio Inc. (NUVB) announce in this 8-K filing?

How many Nuvation Bio (NUVB) shares were represented at the 2026 Annual Meeting?

Which directors were elected at Nuvation Bio’s 2026 Annual Meeting?

Did Nuvation Bio (NUVB) stockholders ratify the company’s independent auditor for 2026?

How did Nuvation Bio stockholders vote on executive compensation in 2026?

What percentage of Nuvation Bio’s voting power was present at the 2026 meeting?

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(Moderate)

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(Neutral)

Form Type

8-K

Nuvation Bio Inc. reported the results of its 2026 Annual Meeting of Stockholders. Holders of 389,931,796 shares were present in person or by proxy, representing 83.6% of the Class A Common Stock and 100% of the Class B Common Stock outstanding as of March 25, 2026, which constituted a quorum.

Stockholders elected Class A directors Robert B. Bazemore, Jr. and Robert Mashal, M.D., and Class B director Kim Blickenstaff to serve until the 2029 annual meeting and until their successors are elected and qualified. Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

On an advisory basis, stockholders approved the compensation of the Company’s named executive officers as disclosed in the April 10, 2026 proxy statement. All three proposals received sufficient votes for approval.

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.

Shares represented: 389,931,796 shares Class A participation: 83.6% of Class A Class B participation: 100% of Class B +5 more

8 metrics

Shares represented 389,931,796 shares Present in person or by proxy at 2026 Annual Meeting

Class A participation 83.6% of Class A Class A Common Stock outstanding and entitled to vote as of March 25, 2026

Class B participation 100% of Class B Class B Common Stock outstanding and entitled to vote as of March 25, 2026

Auditor ratification votes for 290,273,104 votes For KPMG LLP as auditor for year ending December 31, 2026

Auditor votes against 413,176 votes Against ratification of KPMG LLP

Say-on-pay votes for 230,050,644 votes For advisory approval of named executive officer compensation

Say-on-pay votes against 4,950,024 votes Against advisory approval of named executive officer compensation

Broker non-votes on say-on-pay 55,602,434 shares Broker non-votes for Proposal No. 3

Emerging growth company, broker non-vote, independent registered public accounting firm, advisory basis, +1 more

5 terms

Emerging growth company regulatory

"405 of this chapter) or 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.

broker non-vote financial

independent registered public accounting firm financial

"ratified the appointment of KPMG 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.

advisory basis financial

"To approve, on an advisory basis, the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers as disclosed in the Proxy Statement."

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.

Understanding 8-K Material Events →

05/27/2026 - 04:16 PM

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 21, 2026

Nuvation Bio Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39351	85-0862255
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1500 Broadway, Suite 1401

New York, NY 10036

(Address of principal executive offices)

(332) 208-6102

(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 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
Class A Common Stock, $0.0001 par value per share	NUVB	The New York Stock Exchange

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 21, 2026, Nuvation Bio Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at which holders of 389,931,796 shares of the Company’s common stock (consisting of 289,931,796 shares of Class A Common Stock and 1,000,000 shares of Class B Common Stock) were present in person or by proxy, representing 83.6% of the Company’s Class A Common Stock and 100% of the Company’s Class B Common Stock outstanding and entitled to vote as of the record date of March 25, 2026, and constituting a quorum for transaction of business. At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”). The final voting results for each proposal are set forth below.

Proposal No. 1 - Election of Directors.

The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the Company’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal.


CLASS A DIRECTORS:	FOR	WITHHELD	BROKER NON-VOTE
Robert B. Bazemore, Jr.	197,674,280	37,655,082	55,602,434
Robert Mashal, M.D.	216,772,840	18,556,522	55,602,434

CLASS B DIRECTOR:	FOR	WITHHELD	BROKER NON-VOTE
Kim Blickenstaff	1,000,000	0	0

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal No. 3 - To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
230,050,644	4,950,024	328,694	55,602,434

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

Nuvation Bio Inc. reported the results of its 2026 Annual Meeting. Stockholders elected directors, ratified KPMG LLP as auditor for 2026, and approved executive compensation on an advisory basis, confirming support for the company’s board nominees and key governance items.

A total of 389,931,796 shares of Nuvation Bio common stock were represented. This included 289,931,796 shares of Class A and 1,000,000 shares of Class B, equaling 83.6% of Class A and 100% of Class B shares outstanding as of March 25, 2026.

Class A directors Robert B. Bazemore, Jr. and Robert Mashal, M.D., and Class B director Kim Blickenstaff were elected. They will serve until Nuvation Bio’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified or earlier departure.

Yes. Stockholders ratified KPMG LLP as Nuvation Bio’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 290,273,104 votes for, 413,176 against, and 245,516 abstentions, and no broker non-votes recorded on this proposal.

Stockholders approved, on an advisory basis, the compensation of Nuvation Bio’s named executive officers. The vote totaled 230,050,644 shares for, 4,950,024 against, and 328,694 abstentions, with 55,602,434 broker non-votes, referencing compensation disclosed in the April 10, 2026 proxy statement.

The meeting included 83.6% of the Class A Common Stock and 100% of the Class B Common Stock outstanding and entitled to vote as of March 25, 2026. This level of participation constituted a quorum for transacting business at the Annual Meeting.

BROKER NON-VOTE

3 documents