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  4. [8-K] Nuwellis, Inc. Reports Material Event

Nuwellis (NASDAQ: NUWE) investors back board nominees and 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nuwellis, Inc. held its annual stockholder meeting where investors elected two Class I directors and approved the company’s auditor for 2026. Marty J. Emerson and David A. McDonald were elected to three-year terms ending at the 2029 annual meeting.

Stockholders also ratified Baker Tilly US, LLP as Nuwellis’ independent registered public accounting firm for the fiscal year ending December 31, 2026. A total of 1,078,020 common shares, representing approximately 43.81% of shares outstanding as of the record date, were represented virtually or by proxy.

Positive

  • None.

Negative

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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 1,078,020 shares Present virtually or by proxy at the annual meeting
Representation percentage 43.81% Portion of common stock outstanding as of record date
Votes for Emerson 397,057 votes For election of Class I director Marty J. Emerson
Votes withheld Emerson 23,144 votes Withheld in election of Marty J. Emerson
Votes for McDonald 352,646 votes For election of Class I director David A. McDonald
Votes withheld McDonald 67,555 votes Withheld in election of David A. McDonald
Votes for auditor 1,053,309 votes For ratification of Baker Tilly US, LLP for 2026
Votes against auditor 7,748 votes Against ratification of Baker Tilly US, LLP for 2026
Class I director financial
"elected two Class I director nominees to the Company’s board of directors"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
broker non-votes financial
"Marty J. Emerson | 397,057 | 23,144 | 657,819"
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 Baker Tilly US, 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.
proxy financial
"present at the Annual Meeting, virtually via the internet or by proxy"
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
record date financial
"shares of common stock outstanding as of the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Understanding 8-K Material Events →
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): April 28, 2026

Nuwellis, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-35312
No. 68-0533453
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

12988 Valley View Road, Eden Prairie, MN 55344
(Address of Principal Executive Offices) (Zip Code)

(952) 345-4200
(Registrant’s Telephone Number, Including Area Code)

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
NUWE
NASDAQ

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))

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.

(a) At the annual meeting of stockholders (the “Annual Meeting”) of the Company held on April 28, 2026, stockholders (i) elected two Class I director nominees to the Company’s board of directors to serve three-year terms until the 2029 annual meeting of stockholders or until his successor has been duly elected and qualified or such director’s earlier death, resignation, or removal (“Proposal 1”); and (ii) ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”).

For Proposal 1, the two nominees receiving the highest number of “FOR” votes at the Annual Meeting were elected as Class I directors. Proposal 2 required the affirmative vote of holders of a majority of shares entitled to vote and present at the Annual Meeting, virtually via the internet or by proxy. The proposals are described in detail in the Company’s definitive proxy statement filed on April 2, 2026 with the Securities and Exchange Commission.

A total of 1,078,020 shares of the Company’s common stock were present at the Annual Meeting virtually or by proxy, which represents approximately 43.81% of the shares of common stock outstanding as of the record date for the Annual Meeting.

(b) The results of the voting are shown below.

Proposal 1 - Election of Directors

Class I Nominees
Votes For
Votes Withheld
Broker Non-Votes
Marty J. Emerson
397,057
23,144
657,819
David A. McDonald
352,646
67,555
657,819

Proposal 2--Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

Votes For
Votes Against
Votes Abstain
1,053,309
7,748
16,963


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.

Date: April 29, 2026
NUWELLIS, INC.



By:
/S/ John L. Erb




Name:
John L. Erb

Title:
President and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Nuwellis (NUWE) stockholders approve at the April 2026 annual meeting?

Stockholders elected two Class I directors and ratified Baker Tilly US, LLP as independent registered public accounting firm for 2026. These approvals confirm the company’s board composition and auditor appointment for the fiscal year ending December 31, 2026.

Who was elected to the Nuwellis (NUWE) board at the 2026 annual meeting?

Marty J. Emerson and David A. McDonald were elected as Class I directors. They will serve three-year terms until the 2029 annual meeting, or until a successor is elected and qualified or an earlier death, resignation, or removal occurs.

How many Nuwellis (NUWE) shares were represented at the April 2026 annual meeting?

A total of 1,078,020 shares of Nuwellis common stock were present virtually or by proxy. This represented approximately 43.81% of the company’s outstanding common shares as of the record date for the annual meeting.

What were the vote results for Nuwellis director nominee Marty J. Emerson?

Marty J. Emerson received 397,057 votes for, 23,144 votes withheld, and 657,819 broker non-votes. Because he received the highest number of “FOR” votes among Class I nominees, he was elected to the Nuwellis board of directors.

What were the vote results for Nuwellis (NUWE) auditor ratification in 2026?

For ratifying Baker Tilly US, LLP as independent registered public accounting firm for 2026, stockholders cast 1,053,309 votes for, 7,748 votes against, and 16,963 abstentions. The proposal required a majority of shares entitled to vote and present.

How was director David A. McDonald supported by Nuwellis stockholders?

David A. McDonald received 352,646 votes for, 67,555 votes withheld, and 657,819 broker non-votes. With the highest number of “FOR” votes among Class I nominees, this vote confirmed his election to a three-year term on the Nuwellis board.

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