[8-K] Orchestra BioMed Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

On 24 June 2025 Orchestra BioMed Holdings, Inc. (NASDAQ: OBIO) filed a Form 8-K (Item 5.07) disclosing the final voting results of its 2025 Annual Meeting of Stockholders. Of the 38,312,512 shares entitled to vote, 28,177,159 shares (73.6%) were present in person or by proxy, establishing a quorum.

Proposal 1 – Election of Class II Directors (terms expiring 2028)

• Chris Cleary: 24,555,860 for / 64,650 withheld / 3,556,649 broker non-votes
• Pamela Connealy: 23,674,360 for / 946,150 withheld / 3,556,649 broker non-votes
• David Pacitti: 24,227,123 for / 393,387 withheld / 3,556,649 broker non-votes

All three nominees were elected by comfortable majorities.

Proposal 2 – Ratification of Independent Auditor

• Ernst & Young LLP re-appointed for the fiscal year ending 31-Dec-2025 with 28,140,709 for, 34,087 against and 2,363 abstentions (no broker non-votes).

No other matters were submitted and the filing provides no financial metrics, guidance or strategic updates. The disclosure is routine, focused solely on corporate governance housekeeping and does not indicate any immediate operational or financial impact.

Positive

• All three Class II directors elected with strong majorities, indicating continued shareholder confidence in the board.
• Ernst & Young LLP ratified with 99.9% of votes cast, supporting stability in financial oversight.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR – Routine AGM; directors re-elected, EY ratified; neutral governance impact.

The meeting confirms board stability and continuity of external audit oversight. Withhold percentages were low (1.6–3.8%), suggesting broad shareholder support. No contested items, no shareholder proposals and no changes to governance structure were introduced. Consequently, this filing does not alter the company’s risk profile or governance score; it merely affirms the status quo.

Portfolio Manager

TL;DR – No valuation catalyst; filing is informational only.

Investors received no new financial data, strategic initiatives or capital allocation signals. Director elections and auditor ratification are standard and expected; the near-unanimous 99.9% support for EY indicates confidence in reporting integrity, but this alone is unlikely to influence trading activity or portfolio weighting. I view the impact on OBIO’s share price as negligible.

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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): June 24, 2025

ORCHESTRA BIOMED HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-39421 (Commission File Number)	92-2038755 (IRS Employer Identification No.)
150 Union Square Drive New Hope, Pennsylvania 18938 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (215) 862-5797 (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, par value $0.0001 per share	OBIO	The Nasdaq Global 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 x

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 24, 2025, Orchestra BioMed Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 38,312,512 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were entitled to vote as of April 28, 2025, the record date for the Annual Meeting. There were 28,177,159 shares of Common Stock represented at the Annual Meeting, at which the Company’s stockholders were asked to vote on two proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2025. Set forth below are the matters acted upon by the Company’s stockholders, and the final voting results of each such proposal.

Proposal No. 1: Election of Directors

Votes regarding the election of the three Class II director nominees were as follows:

Director Name		Votes For				Votes Withheld				Broker Non-Votes
Chris Cleary			24,555,860				64,650				3,556,649
Pamela Connealy			23,674,360				946,150				3,556,649
David Pacitti			24,227,123				393,387				3,556,649

Based on the votes set forth above, the Company’s stockholders elected each of the three nominees set forth above to serve as a Class II director of the Company until the 2028 annual meeting of stockholders and until such director’s respective successor is duly elected and qualified.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”), received the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

28,140,709

34,087

2,363

–

Based on the votes set forth above, the Auditor Ratification Proposal was approved.

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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.

	ORCHESTRA BIOMED HOLDINGS, INC.
	By:	/s/ Andrew Taylor
	Name:	Andrew Taylor
	Title:	Chief Financial Officer
Date: June 24, 2025

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FAQ

When did Orchestra BioMed (OBIO) hold its 2025 Annual Meeting?

The meeting was held on June 24, 2025.

How many shares were represented at OBIO's 2025 Annual Meeting?

A total of 28,177,159 shares (73.6% of shares entitled to vote) were present.

Were the Class II director nominees elected at OBIO?

Yes. Chris Cleary, Pamela Connealy and David Pacitti were each elected by solid majorities.

Which audit firm was ratified by OBIO shareholders and what was the vote tally?

Shareholders ratified Ernst & Young LLP with 28,140,709 for, 34,087 against and 2,363 abstentions.

Did the filing contain any financial results or strategic updates?

No. The Form 8-K solely reported voting results and did not include financial metrics or strategic announcements.