Quanterix holders reject equity plan amendment

Quanterix Corporation reported the results of its 2026 annual shareholder meeting held on June 9, 2026.

Rhea-AI Filing Summary

Quanterix Corporation reported the results of its 2026 annual shareholder meeting held on June 9, 2026. Stockholders elected William P. Donnelly and Ivana Magovčević-Liebisch, Ph.D., J.D. as independent directors for one-year terms and approved the advisory vote on executive compensation.

Shareholders also ratified KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. However, they did not approve an amendment and restatement of the 2017 Employee, Director and Consultant Equity Incentive Plan that would have extended the plan through June 9, 2031.

Insights

Corporate governance analyst

Routine meeting approvals, but shareholders rejected expanding the equity plan.

Quanterix shareholders backed the board’s nominees and executive pay, and strongly ratified KPMG LLP as auditor. These outcomes signal general support for current leadership and financial oversight, with director elections and say-on-pay receiving clear majorities.

The notable exception is the failed amendment to the 2017 Equity Incentive Plan, where 24,004,124 votes were cast against versus 9,677,232 for. This suggests investors are cautious about additional equity-based compensation or dilution, and the company may need to reassess how it structures future incentive programs within existing plan limits.

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 Donnelly: 30,927,792 shares Votes for Magovčević-Liebisch: 30,314,520 shares Say-on-pay support: 27,679,636 shares for +3 more

6 metrics

Votes for Donnelly 30,927,792 shares Election of director at 2026 annual meeting

Votes for Magovčević-Liebisch 30,314,520 shares Election of director at 2026 annual meeting

Say-on-pay support 27,679,636 shares for Advisory vote on executive compensation (Proposal 2)

Auditor ratification for votes 38,728,204 shares Ratification of KPMG LLP as auditor (Proposal 3)

Equity plan amendment for votes 9,677,232 shares Approval of amendment to 2017 Equity Incentive Plan (Proposal 4)

Equity plan amendment against votes 24,004,124 shares Opposition to amendment to 2017 Equity Incentive Plan (Proposal 4)

Key Terms

advisory vote, independent registered public accounting firm, Equity Incentive Plan, broker non-votes, +1 more

5 terms

advisory vote financial

"an advisory vote to approve the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"to ratify the appointment of KPMG 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.

Equity Incentive Plan financial

"to approve an amendment and restatement of the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

broker non-votes financial

"For | Withheld | Abstain | 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.

Emerging Growth Company regulatory

"Emerging Growth Company o o"

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.

FAQ

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

What did Quanterix (QTRX) shareholders decide at the 2026 annual meeting?

Shareholders elected two independent directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as auditor. However, they did not approve amending and restating the 2017 Equity Incentive Plan, which would have extended the plan through June 9, 2031.

Which directors were elected at Quanterix (QTRX) 2026 annual meeting and with how many votes?

Shareholders elected William P. Donnelly with 30,927,792 votes for and Ivana Magovčević-Liebisch, Ph.D., J.D. with 30,314,520 votes for. Both had several million votes withheld and 5,180,238 broker non-votes recorded for their elections.

How did Quanterix (QTRX) shareholders vote on executive compensation in 2026?

In the advisory say-on-pay vote, 27,679,636 shares voted for the compensation of named executive officers, 3,881,516 voted against, and 2,135,927 abstained. There were 5,180,238 broker non-votes, so the company’s executive pay program received clear majority support.

Was KPMG LLP ratified as Quanterix (QTRX) auditor for 2026?

Yes. Shareholders ratified KPMG LLP as independent registered public accounting firm with 38,728,204 votes for, 137,595 against, and 11,518 abstentions. There were no broker non-votes on this proposal, indicating very strong support for the company’s audit firm selection.

What happened to Quanterix (QTRX) 2017 Equity Incentive Plan amendment proposal?

Shareholders did not approve amending and restating the 2017 Equity Incentive Plan to extend it through June 9, 2031. The vote was 9,677,232 for, 24,004,124 against, and 15,723 abstentions, with 5,180,238 broker non-votes, signaling significant investor resistance.

How strong was shareholder support for Quanterix (QTRX) board nominees in 2026?

Support was solid but not unanimous. William P. Donnelly received 30,927,792 votes for and 2,757,653 withheld, while Ivana Magovčević-Liebisch, Ph.D., J.D. received 30,314,520 for and 3,375,724 withheld, alongside 5,180,238 broker non-votes for each nominee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 04:16 PM EDT Learn about SEC filing dates

Quanterix Corpfalse000150327400015032742026-06-092026-06-09

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

_________________________________________________

QUANTERIX CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________

Delaware			001-38319			20-8957988
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

900 Middlesex Turnpike
Billerica, MA			01821
(Address of principal executive offices)			(Zip Code)

(617) 301-9400

(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 obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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, $0.001 par value per share

QTRX

The Nasdaq Global 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 o

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    Shareholder Director Nominations. Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders of Quanterix Corporation (the “Company”) held on June 9, 2026 (the “Annual Meeting”), the stockholders of the Company voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2026 (File No. 001-38319) (the “Proxy Statement”), and as supplemented by Supplement No. 1 to the Proxy Statement filed with the SEC on May 8, 2026 (File No. 001-38319): (1) to elect William P. Donnelly and Ivana Magovčević-Liebisch, Ph.D., J.D. as independent directors to each serve for a one-year term expiring at the Company’s annual meeting of stockholders in 2027, and until their successors have been elected and qualified, or until their earlier death, resignation, retirement or removal (“Proposal 1”); (2) an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (“Proposal 2”); (3) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 3”); and (4) to approve an amendment and restatement of the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan (the “2017 Plan”) to implement certain equity compensation best practices and extend the term of the 2017 Plan through June 9, 2031 (“Proposal 4”). The stockholders approved Proposal 1, Proposal 2 and Proposal 3. The stockholders did not approve Proposal 4.

The tabulation of votes with respect to the proposals at the Annual Meeting was as follows:

Proposal 1 — Election of Directors:

						For						Withheld						Abstain						Broker Non-Votes
William P. Donnelly						30,927,792						2,757,653						11,634						5,180,238
Ivana Magovčević-Liebisch, Ph.D., J.D.						30,314,520						3,375,724						6,835						5,180,238

Proposal 2 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers:

For						Against						Abstain						Broker Non-Votes
27,679,636						3,881,516						2,135,927						5,180,238

Proposal 3 — Ratification of KPMG, LLP as the Company’s Independent Registered Public Accounting Firm:

For						Against						Abstain						Broker Non-Votes
38,728,204						137,595						11,518						0

Proposal 4 — Approval of an Amendment and Restatement of the 2017 Plan:

For						Against						Abstain						Broker Non-Votes
9,677,232						24,004,124						15,723						5,180,238

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.

Date: June 10, 2026			QUANTERIX CORPORATION
			By:			/s/ Daniel S. Char
			Name:			Daniel S. Char
			Title:			Chief Legal Officer and Corporate Secretary

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