Penumbra (NYSE: PEN) investors back merger, await antitrust approvals

Rhea-AI Filing Summary

Penumbra, Inc. stockholders approved all three merger-related proposals at a special meeting held on May 6, 2026, satisfying the key condition that the Merger Agreement be adopted by a majority of outstanding shares.

The company had 39,324,084 shares entitled to vote as of March 26, 2026, with 28,665,933 shares represented at the meeting, forming a quorum. The proposals each received strong support, including one with 28,564,786 votes for, 85,334 against, and 15,813 abstentions. Completion of the merger still depends on remaining closing conditions, including expiration or termination of the Hart-Scott-Rodino waiting period and clearances under certain non-U.S. antitrust, competition, or foreign investment laws.

Positive

• Stockholders delivered strong support for all three merger-related proposals, including 28,564,786 votes in favor on one proposal versus 85,334 against, satisfying the majority-of-outstanding-shares condition to adopt the Merger Agreement.

Negative

• None.

Insights

M&A and corporate governance analyst

Shareholders strongly approved Penumbra’s merger proposals, but antitrust reviews still stand between the company and closing.

Penumbra’s stockholders approved three merger-related proposals at a special meeting, with one proposal receiving 28,564,786 votes in favor versus 85,334 against. This vote satisfies the requirement that a majority of all outstanding shares adopt the Merger Agreement, clearing a major corporate-governance hurdle.

Despite this support, the merger is not yet complete. Closing remains contingent on several conditions, notably expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period and approvals or waiting-period expirations under certain non-U.S. antitrust, competition, or foreign investment regimes. These regulatory steps could influence timing and feasibility.

From an investor perspective, stockholder approval confirms broad backing for the transaction, while shifting attention to regulatory outcomes. Future company disclosures about Hart-Scott-Rodino status and foreign approvals will determine when, and if, the merger can actually close under the existing Merger Agreement terms.

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

Shares entitled to vote: 39,324,084 shares Shares represented at meeting: 28,665,933 shares Proposal vote 1 – For: 28,564,786 votes +3 more

6 metrics

Shares entitled to vote 39,324,084 shares Common stock outstanding and entitled to vote as of March 26, 2026

Shares represented at meeting 28,665,933 shares Shares present in person or by proxy at the special meeting, forming a quorum

Proposal vote 1 – For 28,564,786 votes Votes for one merger-related proposal

Proposal vote 1 – Against 85,334 votes Votes against one merger-related proposal

Proposal vote 2 – For 27,811,605 votes Votes for a second merger-related proposal

Proposal vote 3 – For 27,309,440 votes Votes for a third merger-related proposal

Key Terms

Merger Proposal, Merger Agreement, Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Regulation 14A, +2 more

6 terms

Merger Proposal financial

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

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.

Merger Agreement financial

"the condition to the consummation of the Merger that the Merger Agreement shall have been adopted..."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended regulatory

"including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended..."

Regulation 14A regulatory

"Proxies for the Special Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended."

Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.

Broker Non-Votes financial

"Votes For | Votes Against | Abstentions | 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.

Definitive Proxy Statement regulatory

"described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission..."

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Understanding 8-K Material Events →

0001321732FALSE00013217322025-08-222025-08-22

__________________________________________________________________________________________________________________________

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

_______________________________________________________________________________________________________________________________

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) stockholders approve at the special meeting?

Penumbra stockholders approved three merger-related proposals at a special meeting. One proposal received 28,564,786 votes for, 85,334 against, and 15,813 abstentions, satisfying the requirement that a majority of all outstanding shares adopt the Merger Agreement for the planned merger.

How many Penumbra shares were eligible to vote on the merger proposals?

There were 39,324,084 shares of Penumbra common stock outstanding and entitled to vote as of March 26, 2026. Of these, 28,665,933 shares were present in person or by proxy at the special meeting, establishing a quorum to conduct business and vote on the merger proposals.

What were the detailed voting results on Penumbra’s merger-related proposals?

Three proposals were voted on. One received 28,564,786 votes for, 85,334 against, and 15,813 abstentions. Another received 27,811,605 for, 765,399 against, and 88,929 abstentions. The third received 27,309,440 for, 1,295,803 against, and 60,690 abstentions, with no broker non-votes reported.

Does stockholder approval mean Penumbra’s merger is now complete?

No, the merger is not yet complete. Stockholder approval satisfies the requirement that a majority of outstanding shares adopt the Merger Agreement, but closing still depends on remaining conditions, including Hart-Scott-Rodino waiting-period expiration and certain non-U.S. antitrust, competition, or foreign investment clearances.

What regulatory approvals still affect Penumbra’s planned merger?

The merger remains subject to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. It also requires clearances or waiting-period expirations under antitrust, competition, or foreign investment laws in certain non-U.S. jurisdictions before completion.

Why was a special meeting required for Penumbra’s merger proposals?

A special meeting was required so Penumbra stockholders could vote on key merger-related proposals. The Merger Agreement needed adoption by the affirmative vote of holders of a majority of all outstanding common shares, making a dedicated stockholder meeting necessary to obtain this formal approval.

Filing Exhibits & Attachments

3 documents

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