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Pyxis Oncology (PYXS) shareholders elect Class II directors and ratify Ernst & Young as 2026 auditor

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

Rhea-AI Filing Summary

Pyxis Oncology, Inc. held its Annual Meeting of Stockholders in virtual format on June 15, 2026. As of the April 20, 2026 record date, 62,855,464 shares of common stock were outstanding and entitled to vote. A quorum was present, with 47,302,035 shares represented virtually, in person or by proxy.

Stockholders elected three Class II directors—Thomas Civik, Freda Lewis-Hall, M.D., and Michael A. Metzger—to serve until the 2029 annual meeting and until their successors are elected and qualified. Support levels varied by nominee, with for votes ranging from 19,188,755 to 27,341,415.

Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 46,203,257 votes for, 1,076,997 against and 21,781 abstentions.

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.
Shares outstanding entitled to vote 62,855,464 shares Common stock as of record date April 20, 2026
Shares present for quorum 47,302,035 shares Represented at annual meeting establishing quorum
Votes for auditor ratification 46,203,257 votes In favor of Ernst & Young LLP for fiscal year 2026
Votes against auditor ratification 1,076,997 votes Opposed Ernst & Young LLP appointment for 2026
Abstentions on auditor ratification 21,781 votes Abstain votes on ratifying Ernst & Young LLP
Votes for Thomas Civik 27,341,415 votes Election as Class II director
Votes for Freda Lewis-Hall, M.D. 19,188,755 votes Election as Class II director
Votes for Michael A. Metzger 26,521,575 votes Election as Class II director
Annual Meeting of Stockholders financial
"On June 15, 2026, Pyxis Oncology, Inc. held its Annual Meeting of Stockholders at 10:00 a.m."
record date financial
"As of April 20, 2026, the Company’s record date, there were a total of 62,855,464 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
quorum financial
"47,302,035 shares of common stock were present ... and, therefore, a quorum was present."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes financial
"Votes were cast as follows ... Broker Non-Votes 17,978,763"
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.
independent registered public accounting firm financial
"The stockholders ratified 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.
emerging growth company regulatory
"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders."
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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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 15, 2026

 

 

Pyxis Oncology, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40881

83-1160910

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

321 Harrison Avenue

 

Boston, Massachusetts

 

02118

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (617) 453-3596

 

(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, par value $0.001 per share

 

PYXS

 

The 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 15, 2026, Pyxis Oncology, Inc. (the “Company”) held its Annual Meeting of Stockholders at 10:00 a.m. Eastern Daylight Time in a virtual format via live audio webcast (the “Annual Meeting”). As of April 20, 2026, the Company’s record date, there were a total of 62,855,464 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting, 47,302,035 shares of common stock were present virtually, in person or by proxy, and, therefore, a quorum was present. Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

 

Proposal One: Election of Mr. Thomas Civik, Dr. Freda Lewis-Hall, M.D. and Mr. Michael A. Metzger as Class II Directors

 

Mr. Thomas Civik, Dr. Freda Lewis-Hall, M.D. and Mr. Michael A. Metzger were elected to serve as Class II directors to hold office until the Company’s 2029 Annual Meeting of Stockholders and until the election and qualification of their successors. Votes were cast as follows:

 

Name of Director Nominee

For

Withheld

Broker Non-Votes

Mr. Thomas Civik

27,341,415

1,981,857

17,978,763

Dr. Freda Lewis-Hall, M.D.

 

19,188,755

 

10,134,517

 

17,978,763

Mr. Michael A. Metzger

 

26,521,575

 

2,801,697

 

17,978,763

 

 

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

 

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following vote:

 

For

Against

Abstain

Broker Non-Votes

46,203,257

 

1,076,997

 

21,781

 

                     —

 

 

 


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 thereunto duly authorized.

 

 

 

Pyxis Oncology, Inc.

 

 

 

 

Date:

June 15, 2026

By:

/s/ Jitendra Wadhane

 

 

 

Jitendra Wadhane
Principal Financial and Accounting Officer
 

 


FAQ

What did Pyxis Oncology (PYXS) stockholders vote on at the 2026 annual meeting?

Stockholders voted on two key items: electing three Class II directors and ratifying Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many Pyxis Oncology (PYXS) shares were eligible and present for the 2026 annual meeting vote?

As of the April 20, 2026 record date, 62,855,464 shares were outstanding and entitled to vote. A quorum was achieved with 47,302,035 shares present virtually, in person, or by proxy at the meeting.

Were Pyxis Oncology’s Class II director nominees elected at the 2026 annual meeting?

Yes. Thomas Civik, Freda Lewis-Hall, M.D., and Michael A. Metzger were elected as Class II directors to serve until the 2029 annual meeting and until their successors are elected and qualified.

How did Pyxis Oncology (PYXS) stockholders vote on the auditor ratification in 2026?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for 2026, with 46,203,257 votes for, 1,076,997 against, and 21,781 abstentions, and no broker non-votes reported on this proposal.

What were the vote totals for Pyxis Oncology director nominee Thomas Civik?

Thomas Civik received 27,341,415 votes for and 1,981,857 votes withheld, with 17,978,763 broker non-votes recorded on the director election proposal at the 2026 annual meeting.

How many broker non-votes occurred on Pyxis Oncology’s 2026 director elections?

For each of the three Class II director nominees, there were 17,978,763 broker non-votes recorded on the election proposal at the 2026 annual meeting of stockholders.

Filing Exhibits & Attachments

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