Outlook Therapeutics holders back directors, auditor

Outlook Therapeutics, Inc. reported results of its Annual Meeting of Stockholders held on March 10, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. reported results of its Annual Meeting of Stockholders held on March 10, 2026. Of 73,509,455 common shares outstanding as of the record date, 37,271,431 shares, or approximately 50.70%, were present or represented by proxy, establishing a quorum.

Stockholders elected Class I directors Yezan Haddadin, Faisal G. Sukhtian and Kurt J. Hilzinger to the Board, each to serve until the 2029 Annual Meeting of Stockholders or until a successor is duly elected and qualified. This maintains continuity on the company’s Board of Directors.

Stockholders also ratified the Audit Committee’s selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, with strong support. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What matters did Outlook Therapeutics (OTLK) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on three items: electing three Class I directors to the Board, ratifying KPMG LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, and approving a non-binding advisory resolution on compensation for the company’s named executive officers.

Did Outlook Therapeutics (OTLK) have a quorum for its March 10, 2026 Annual Meeting?

Yes, a quorum was achieved. Of 73,509,455 common shares outstanding on the record date, 37,271,431 shares, or approximately 50.70%, were present or represented by proxy at the Annual Meeting, allowing all three proposals to be validly considered by stockholders.

Which directors were elected to Outlook Therapeutics’ Board at the 2026 Annual Meeting?

Stockholders elected three Class I directors: Yezan Haddadin, Faisal G. Sukhtian and Kurt J. Hilzinger. Each will serve on the Board until the company’s 2029 Annual Meeting of Stockholders, or until a successor has been duly elected and qualified under the company’s governance framework.

Which audit firm did Outlook Therapeutics (OTLK) stockholders ratify for fiscal 2026?

Stockholders ratified the selection of KPMG LLP as Outlook Therapeutics’ independent registered public accounting firm for the fiscal year ending September 30, 2026. The ratification followed a recommendation by the Board’s Audit Committee and received substantial stockholder support in the vote tally.

What was the outcome of the say-on-pay vote at Outlook Therapeutics’ 2026 Annual Meeting?

Stockholders approved the non-binding advisory vote on compensation for the company’s named executive officers. The proposal received more votes in favor than against, with additional abstentions and broker non-votes reported, indicating overall stockholder support for the existing executive pay program.

How many Outlook Therapeutics (OTLK) shares were outstanding on the Annual Meeting record date?

There were 73,509,455 shares of Outlook Therapeutics’ common stock outstanding as of the record date for the Annual Meeting. Of these, 37,271,431 shares were present or represented by proxy, representing approximately 50.70% participation in the meeting’s voting process.

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Accepted by SEC EDGAR 03/10/2026 - 04:30 PM EDT

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): March 10, 2026

Outlook Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37759	38-3982704
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 S. Wood Avenue

Unit #100

Iselin, New Jersey

08830

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (609) 619-3990

(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 pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		OTLK		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 ¨

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

At the Annual Meeting held on March 10, 2026, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 26, 2026 (the “Proxy Statement”). Of the 73,509,455shares of the Company’s common stock outstanding as of the record date, 37,271,431shares, or approximately 50.70%, were present or represented by proxy at the Annual Meeting.

The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.

Proposal 1. Stockholders elected each of the following nominees to serve as Class I directors on the Company’s Board of Directors (the “Board”) until the Company’s 2029 Annual Meeting of Stockholders or until his successor has been duly elected and qualified. The voting results for such nominees were as follows:

Director Name	Director Name	Votes Against	Votes Withheld	Broker Non- Votes
Yezan Haddadin	14,266,442	1,349,917	142,673	21,512,399
Faisal G. Sukhtian	14,192,499	1,161,669	404,864	21,512,399
Kurt J. Hilzinger	14,556,823	972,667	229,542	21,512,399

Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2026. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non- Votes
35,628,284		751,849		891,298		0

Proposal 3. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non- Votes
13,873,653		1,501,567		383,812		21,512,399

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Outlook Therapeutics, Inc.

Date: March 10, 2026	By:	/s/ Lawrence A. Kenyon
		Lawrence A. Kenyon
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents