Directors re-elected and auditor ratified at Omada Health (NASDAQ: OMDA) 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Omada Health, Inc. held its 2026 annual stockholder meeting on June 16, 2026. Common stockholders of record as of April 20, 2026 were entitled to one vote per share.

Stockholders elected Sean Duffy and Trevor Fetter as Class I directors to serve until the 2029 annual meeting. Duffy received 18,540,089 votes for and 9,134,162 withheld, while Fetter received 18,538,042 votes for and 9,136,209 withheld, with 13,920,625 broker non-votes for each nominee.

Stockholders also ratified the appointment of Deloitte & Touche LLP as Omada Health’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 41,550,689 votes for, 16,905 against, and 27,282 abstentions.

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

Annual meeting date: June 16, 2026 Record date: April 20, 2026 Votes for Sean Duffy: 18,540,089 votes +5 more

8 metrics

Annual meeting date June 16, 2026 2026 Annual Meeting of Stockholders

Record date April 20, 2026 Eligibility for one vote per share

Votes for Sean Duffy 18,540,089 votes Election as Class I Director

Votes for Trevor Fetter 18,538,042 votes Election as Class I Director

Broker non-votes (directors) 13,920,625 votes Per Class I director nominee

Votes for auditor ratification 41,550,689 votes Ratification of Deloitte & Touche LLP for 2026

Votes against auditor ratification 16,905 votes Ratification of Deloitte & Touche LLP

Abstentions on auditor ratification 27,282 votes Ratification of Deloitte & Touche LLP

Key Terms

broker non-voters, Class I Directors, independent registered public accounting firm, Annual Meeting of Stockholders, +1 more

5 terms

broker non-voters financial

"Sean Duffy | 18,540,089 | 9,134,162 | 13,920,625"

Class I Directors financial

"To elect each of Sean Duffy and Trevor Fetter as Class I Directors"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

independent registered public accounting firm financial

"To ratify the appointment of Deloitte & Touche 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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

record date financial

"as of the close of business on April 20, 2026, 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.

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Understanding 8-K Material Events →

06/16/2026 - 04:08 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

June 16, 2026

Date of Report (date of earliest event reported)

Omada Health, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-42679	45-2355015
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

611 Gateway Blvd, Suite 120 South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

(888) 987-8337

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 (see General Instruction 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	OMDA	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 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 16, 2026, Omada Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the two proposals outlined in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2026. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 20, 2026, the record date for the Annual Meeting (the “Record Date”).

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1. To elect each of Sean Duffy and Trevor Fetter as Class I Directors to serve until the Company’s 2029 annual meeting of stockholders and until each such director’s successor is elected and qualified; and

2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The final voting results for each of these proposals are as follows:

Proposal One - Election of Class I Directors


NOMINEE	FOR	WITHHELD	BROKER NON-VOTERS
Sean Duffy	18,540,089	9,134,162	13,920,625
Trevor Fetter	18,538,042	9,136,209	13,920,625

Based on the votes set forth above, Sean Duffy and Trevor Fetter were elected to serve as Class I Directors until the Company’s 2029 annual meeting of stockholders and until each such director’s respective successor is elected and qualified.

Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm


FOR	AGAINST	ABSTAIN
41,550,689	16,905	27,282

Based on the votes set forth above, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this proposal.

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.

OMADA HEALTH, INC.

Date: June 16, 2026

By:

/s/ Sean Duffy

Sean Duffy
Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Omada Health (OMDA) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class I directors and ratifying Deloitte & Touche LLP as independent auditor for 2026. Both proposals received sufficient support to be approved at the meeting.

Who was elected as a Class I director of Omada Health (OMDA) in 2026?

Sean Duffy and Trevor Fetter were elected as Class I directors. They will serve until Omada Health’s 2029 annual meeting of stockholders, continuing until their respective successors are elected and qualified.

How many votes did Omada Health (OMDA) directors receive in the 2026 election?

Sean Duffy received 18,540,089 votes for and 9,134,162 withheld. Trevor Fetter received 18,538,042 votes for and 9,136,209 withheld. Each nominee had 13,920,625 broker non-votes recorded.

Was Deloitte & Touche LLP ratified as Omada Health (OMDA) auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Omada Health’s independent registered public accounting firm for 2026 with 41,550,689 votes for, 16,905 against, and 27,282 abstentions recorded on the proposal.

What was the record date for Omada Health (OMDA) 2026 annual meeting voting rights?

The record date was April 20, 2026. Holders of Omada Health’s common stock as of the close of business on that date were entitled to one vote for each share held at the annual meeting.

Were there broker non-votes at Omada Health (OMDA) 2026 annual meeting?

Yes. For the director elections, there were 13,920,625 broker non-votes for each of Sean Duffy and Trevor Fetter. There were no broker non-votes for the auditor ratification proposal.

Filing Exhibits & Attachments

3 documents