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OPKO Health (OPK) stockholders approve directors, equity plan and auditor

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

Rhea-AI Filing Summary

OPKO Health, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 18, 2026. Stockholders elected eleven directors, each receiving more votes "For" than "Against", including Phillip Frost, M.D. with 423,666,978 votes for and 40,175,942 against.

Stockholders approved the Company’s 2026 Equity Incentive Plan, with 440,096,997 votes for and 23,694,041 against. They also approved, on a non-binding advisory basis, the compensation of the named executive officers, with 446,238,170 votes for and 17,487,326 against.

In addition, stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 535,070,921 votes for and 6,120,699 against. No other matters were considered or voted upon at the meeting.

Positive

  • None.

Negative

  • None.
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.
Director votes – Phillip Frost 423,666,978 For; 40,175,942 Against Election of directors at 2026 Annual Meeting
Equity Incentive Plan approval 440,096,997 For; 23,694,041 Against 2026 Equity Incentive Plan stockholder vote
Say-on-pay advisory vote 446,238,170 For; 17,487,326 Against Non-binding vote on executive compensation
Auditor ratification 535,070,921 For; 6,120,699 Against Ernst & Young LLP ratified for FY ending Dec. 31, 2026
Equity Plan broker non-votes 79,767,645 Broker non-votes on 2026 Equity Incentive Plan proposal
Say-on-pay broker non-votes 79,767,645 Broker non-votes on advisory compensation proposal
broker non-votes financial
"Each director election line item lists For, Against, Abstain, and 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.
2026 Equity Incentive Plan financial
"The stockholders voted to approve the Company’s 2026 Equity Incentive Plan as disclosed in the Company’s 2026 Proxy Statement."
non-binding advisory basis regulatory
"The stockholders voted to approve, on a non-binding advisory basis, the compensation of the named executive officers."
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm regulatory
"The stockholders voted to ratify the appointment of Ernst & Young 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
"OPKO Health, Inc. held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
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0000944809false00009448092026-06-182026-06-18

 

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 18, 2026

 

 

OPKO Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-33528

75-2402409

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4400 Biscayne Blvd.

 

Miami, Florida

 

33137

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 305 575-4100

 

 

(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

 

OPK

 

Nasdaq Global Select 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

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 18, 2026, OPKO Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting and the corresponding votes.

1. All eleven nominees were elected to the Board of Directors with each director receiving votes as follows:

Election of Directors

For

Against

Abstain

Broker Non-Votes

Phillip Frost, M.D.

423,666,978

 

40,175,942

 

296,243

 

79,767,645

Jane H. Hsiao, Ph.D.

422,928,151

 

40,947,325

 

263,687

 

79,767,645

Elias A. Zerhouni, M.D.

420,402,573

 

42,561,617

 

1,174,973

 

79,767,645

Steven D. Rubin

409,356,877

 

54,519,219

 

263,067

 

79,767,645

Gary J. Nabel, M.D., Ph.D.

420,083,341

 

43,643,796

 

412,026

 

79,767,645

Prem A. Lachman, M.D.

428,600,587

 

35,002,548

 

536,028

 

79,767,645

Roger J. Medel, M.D.

428,125,427

 

35,411,814

 

601,922

 

79,767,645

John A. Paganelli

398,032,505

 

65,734,019

 

372,639

 

79,767,645

Richard C. Pfenniger, Jr.

424,416,857

 

39,352,175

 

370,131

 

79,767,645

Subbarao V. Uppaluri, Ph.D.

 

454,992,813

 

8,481,656

 

664,694

 

79,767,645

Alice Lin-Tsing Yu, M.D., Ph.D.

418,457,740

 

45,287,103

 

394,320

 

79,767,645

2. The stockholders voted to approve the Company’s 2026 Equity Incentive Plan as disclosed in the Company’s 2026 Proxy Statement for the Annual Meeting. The votes on this proposal were as follows:

For

Against

Abstain

Broker Non-Votes

 440,096,997

23,694,041

348,125

79,767,645

 

 

 

 

3. The stockholders voted to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s 2026 Proxy Statement for the Annual Meeting. The votes on this proposal were as follows:

For

Against

Abstain

Broker Non-Votes

 446,238,170

 17,487,326

413,667

 79,767,645

 

 

 

 

4. The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on this proposal were as follows:

For

Against

Abstain

 535,070,921

6,120,699

2,715,188

 

 

 

There were no broker non-votes for the proposal.

 

No other matters were considered or voted upon at the meeting.

 


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.

 

 

 

OPKO Health, Inc.

 

 

 

 

Date:

June 18, 2026

By:

/s/ Steven D. Rubin

 

 

Name:

Steven D. Rubin

 

 

Title:

Executive Vice President - Administration

 


FAQ

What did OPKO Health (OPK) stockholders decide at the 2026 annual meeting?

Stockholders elected eleven directors and approved all major proposals. They backed the 2026 Equity Incentive Plan, supported executive compensation on an advisory basis, and ratified Ernst & Young LLP as auditor for the 2026 fiscal year.

Did OPKO Health (OPK) stockholders approve the 2026 Equity Incentive Plan?

Yes, stockholders approved the 2026 Equity Incentive Plan with 440,096,997 votes for and 23,694,041 against. This plan was described in the company’s 2026 proxy statement for the annual meeting and governs future equity-based compensation.

How did OPKO Health (OPK) stockholders vote on executive compensation?

On a non-binding advisory basis, stockholders approved named executive officer compensation with 446,238,170 votes for and 17,487,326 against. This say-on-pay vote reflects current shareholder support for the disclosed compensation program and practices.

Who is OPKO Health’s (OPK) independent auditor for fiscal year 2026?

Stockholders ratified Ernst & Young LLP as OPKO Health’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 535,070,921 votes for and 6,120,699 against, and 2,715,188 abstentions recorded.

Were all OPKO Health (OPK) director nominees elected at the 2026 meeting?

All eleven director nominees were elected, each receiving more votes for than against. For example, Phillip Frost, M.D. received 423,666,978 votes for and 40,175,942 against, with additional broker non-votes reported on the director election items.

Were there any other matters voted on at OPKO Health’s 2026 annual meeting?

No, only four proposals were considered: election of directors, approval of the 2026 Equity Incentive Plan, advisory approval of executive compensation, and auditor ratification. The company reported that no other matters were submitted for stockholder vote.

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