PROCEPT BioRobotics (NASDAQ: PRCT) reports 2026 shareholder vote outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PROCEPT BioRobotics Corporation held its annual stockholder meeting on June 9, 2026. Stockholders elected three directors—Antal Desai, Mary Garrett, and Frederic Moll, M.D.—to serve until the 2029 annual meeting, with each receiving over 28 million votes in favor.

Stockholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 47,328,539 votes for, 21,691 votes withheld, and 23,133 abstentions. In addition, they approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 26,984,867 votes for, 9,924,704 votes withheld, 45,735 abstentions, and 10,418,057 broker non-votes.

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

Votes for Antal Desai: 28,444,121 votes Votes for Mary Garrett: 29,150,610 votes Votes for Frederic Moll, M.D.: 36,455,610 votes +3 more

6 metrics

Votes for Antal Desai 28,444,121 votes Director election at 2026 annual meeting

Votes for Mary Garrett 29,150,610 votes Director election at 2026 annual meeting

Votes for Frederic Moll, M.D. 36,455,610 votes Director election at 2026 annual meeting

Votes for auditor ratification 47,328,539 votes Ratification of PwC for year ending December 31, 2026

Votes for say-on-pay 26,984,867 votes Non-binding advisory vote on executive compensation

Broker non-votes on pay 10,418,057 shares Non-binding advisory vote on executive compensation

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, emerging growth company

4 terms

broker non-votes financial

"Votes For | Votes Withheld | Abstentions | Broker Non-Votes 26,984,867 | 9,924,704 | 45,735 | 10,418,057"

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.

non-binding advisory basis financial

"a proposal to approve, on a non-binding advisory basis, the compensation of the Company's 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 financial

"to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/10/2026 - 04:33 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

Date of Report (Date of earliest event reported): June 9, 2026

PROCEPT BIOROBOTICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40797

26-0199180

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

150 Baytech Drive

San Jose, California 95134

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 232-7200

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, $0.00001 par value per share

PRCT

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.

The annual meeting of stockholders (the “Annual Meeting”) of PROCEPT BioRobotics Corporation (the “Company”) was held on June 9, 2026.

All of the nominees for director listed in Proposal 1 in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”), were elected to serve on the Company’s board of directors until the Company’s 2029 annual meeting of stockholders, or until his or her successor is duly elected or appointed, by the following vote:


Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Antal Desai	28,444,121	8,511,185	10,418,057
Mary Garrett	29,150,610	7,804,696	10,418,057
Frederic Moll, M.D.	36,455,610	499,696	10,418,057

Proposal 2 in the Proxy Statement, a proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, was approved by the following vote:


Votes For	Votes Withheld	Abstentions
47,328,539	21,691	23,133

Proposal 3 in the Proxy Statement, a proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers, was approved by the following vote:


Votes For	Votes Withheld	Abstentions	Broker Non-Votes
26,984,867	9,924,704	45,735	10,418,057

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.


	PROCEPT BIOROBOTICS CORPORATION

Date: June 10, 2026	By:	/s/ Alaleh Nouri
		Alaleh Nouri
		EVP, Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did PROCEPT BioRobotics (PRCT) stockholders decide at the 2026 annual meeting?

Stockholders elected three directors, ratified the outside auditor, and approved executive compensation. Directors will serve until the 2029 annual meeting, and PricewaterhouseCoopers LLP was confirmed as auditor for the year ending December 31, 2026.

Which directors were elected at PROCEPT BioRobotics’ 2026 annual meeting?

Stockholders elected Antal Desai, Mary Garrett, and Frederic Moll, M.D., to the board. Each will serve until the 2029 annual meeting or until a successor is duly elected or appointed, in line with the company’s proxy materials.

How did PROCEPT BioRobotics (PRCT) stockholders vote on the auditor ratification?

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 47,328,539 votes for, 21,691 votes withheld, and 23,133 abstentions. This confirms PwC’s role in auditing the company’s 2026 financial statements.

Was PROCEPT BioRobotics’ executive compensation approved on an advisory basis?

Yes. The non-binding advisory vote on compensation for named executive officers was approved, with 26,984,867 votes for, 9,924,704 votes withheld, 45,735 abstentions, and 10,418,057 broker non-votes, reflecting general support for the compensation program.

What are broker non-votes in the PROCEPT BioRobotics (PRCT) 2026 meeting results?

Broker non-votes occur when brokers hold shares but are not instructed how to vote on certain proposals. For the director elections and executive pay proposal, there were 10,418,057 broker non-votes, which counted for quorum but not as votes for or against.

Filing Exhibits & Attachments

3 documents