Penumbra (NYSE: PEN) shareholders approve Merger Proposal; closing conditions remain

Rhea-AI Filing Summary

Penumbra, Inc. held a special meeting of stockholders on May 6, 2026 to vote on three proposals, including a Merger Proposal. At the close of business on March 26, 2026, 39,324,084 shares were outstanding and 28,665,933 shares were present in person or by proxy, constituting a quorum.

Stockholders approved the Merger Proposal by majority vote; consummation remains subject to other closing conditions in the Merger Agreement, including HSR clearance and required antitrust and foreign investment approvals or waiting‑period expirations.

Key Figures

Shares outstanding: 39,324,084 shares Shares present: 28,665,933 shares Merger Proposal - For: 28,564,786 votes +4 more

7 metrics

Shares outstanding 39,324,084 shares as of record date March 26, 2026

Shares present 28,665,933 shares present in person or by proxy at Special Meeting

Merger Proposal - For 28,564,786 votes votes cast For the Merger Proposal

Merger Proposal - Against 85,334 votes votes cast Against the Merger Proposal

Merger Proposal - Abstentions 15,813 votes abstentions on the Merger Proposal

Second proposal - For 27,811,605 votes votes cast For second proposal

Third proposal - For 27,309,440 votes votes cast For third proposal

Key Terms

Merger Proposal, Hart-Scott-Rodino, Broker Non-Votes

3 terms

Merger Proposal regulatory

"The approval of the Merger Proposal satisfies the condition to the consummation"

A merger proposal is an offer from one company to combine with another, laying out the basic terms such as price, ownership split and strategic goals; think of it as a formal handshake that starts negotiations to join two businesses. It matters to investors because the proposed deal can change a company’s value, earnings potential and control, and often triggers market reactions as shareholders and regulators weigh the benefits and risks.

Hart-Scott-Rodino regulatory

"expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act"

The Hart-Scott-Rodino Antitrust Act is a U.S. law that requires companies to notify federal regulators and wait for a review before closing large mergers or acquisitions. Think of it as a required heads-up and cooling-off period so antitrust officials can check whether a deal would unfairly reduce competition; for investors this can delay or block transactions and change the risk, timing, and expected value of corporate deals.

Broker Non-Votes financial

"Broker Non-Votes 28,564,786"

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.

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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

May 6, 2026

Date of Report (Date of earliest event reported)

_______________________________________________________________________________________________________________________________

Penumbra, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________________________________________________

Delaware			001-37557			05-0605598
(State or other jurisdiction of incorporation or organization)			(Commission File No.)			(I.R.S. employer identification number)

One Penumbra Place

Alameda, CA 94502

(Address of principal executive offices, including zip code)

(510) 748-3200

(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 obligations 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			Name of each exchange on which registered
Common Stock, Par value $0.001 per share			PEN			The New York Stock Exchange

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. o

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Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)On May 6, 2026, Penumbra, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). Proxies for the Special Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on March 26, 2026, the record date for the Special Meeting, there were 39,324,084 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote, and 28,665,933 of such shares were present in person or by proxy at the Special Meeting, constituting a quorum for the transaction of business at the Special Meeting.

(b)At the Special Meeting, the Company’s stockholders voted on the following three proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026, and mailed to the Company’s stockholders commencing on April 1, 2026 (the “Proxy Statement”). The number of votes cast with respect to each proposal was as indicated below:

1) Merger Proposal. A proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated January 14, 2026, by and among the Company, Boston Scientific Corporation, a Delaware corporation (“Parent”), and Pinehurst Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent, was approved based on the following results of voting:

Votes For

Votes Against

Abstentions

Broker Non-Votes

28,564,786

85,334

15,813

N/A

2) Advisory Compensation Proposal. A proposal to approve, on a non-binding, advisory basis, the compensation that the Company’s named executive officers will or may be eligible to receive in connection with the Merger, was approved based on the following results of voting:

Votes For

Votes Against

Abstentions

Broker Non-Votes

27,811,605

765,399

88,929

N/A

3) Adjournment Proposal. A proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there were not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the Proxy Statement was timely provided to the Company's stockholders, received the following votes; however, because the Merger Proposal was approved, the Adjournment Proposal was not necessary.

Votes For

Votes Against

Abstentions

Broker Non-Votes

27,309,440

1,295,803

60,690

N/A

The approval of the Merger Proposal satisfies the condition to the consummation of the Merger that the Merger Agreement shall have been adopted by the affirmative vote of the holders of a majority of all outstanding shares of the Company’s common stock. Consummation of the Merger remains subject to the satisfaction or waiver of the other closing conditions set forth in the Merger Agreement, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of clearances or approvals (or the expiration or termination of applicable waiting periods) under the antitrust, competition or foreign investment laws of certain non-U.S. jurisdictions.

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.

			Penumbra, Inc.
Date: May 7, 2026			By:			/s/ Johanna Roberts
						Johanna Roberts
						Executive Vice President, General Counsel and Secretary

FAQ

What did Penumbra (PEN) shareholders vote on at the May 6, 2026 special meeting?

Shareholders voted on three proposals described in the Proxy Statement, including a Merger Proposal. The Merger Proposal received majority approval; other proposals likewise received votes as shown in the proxy tabulation.

How many Penumbra (PEN) shares were outstanding and present for the vote?

There were 39,324,084 shares outstanding as of the record date March 26, 2026. 28,665,933 shares were present in person or by proxy at the special meeting, constituting a quorum.

Did Penumbra (PEN) approve the Merger Proposal and is the merger complete?

The Merger Proposal was approved by stockholders, satisfying the voting condition in the Merger Agreement. Consummation remains subject to other closing conditions such as HSR clearance and non-U.S. antitrust or foreign investment approvals.

What were the vote totals for the Merger Proposal at Penumbra's meeting?

The Merger Proposal received 28,564,786 votes for, 85,334 votes against, and 15,813 abstentions, as presented in the meeting tabulation included in the filing.

What closing conditions remain before the merger can close for Penumbra (PEN)?

Closing remains subject to satisfaction or waiver of other conditions in the Merger Agreement, including expiration or termination of the HSR waiting period and receipt or expiration of antitrust and foreign investment clearances in specified non-U.S. jurisdictions.