Quanterix (QTRX) investors approve board, pay and key charter reforms

Rhea-AI Filing Summary

Quanterix Corporation reported results from its 2025 Annual Meeting of Stockholders held on September 29, 2025. Stockholders elected Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D., and David R. Walt, Ph.D. to three-year terms on the board of directors, each receiving more than 29.7 million votes in favor.

Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with about 30.3 million votes for and 5.5 million against. KPMG LLP was ratified as independent registered public accounting firm with over 40.0 million votes for and minimal opposition.

Stockholders backed several governance changes. They approved an amendment to declassify the board of directors and separate amendments to remove supermajority stockholder vote requirements to change certain charter provisions and the company’s bylaws, each receiving approximately 35.6 million votes in favor.

Insights

Corporate governance analyst

Quanterix shareholders backed all proposals, including governance reforms.

Quanterix obtained stockholder approval for all six items on the ballot, covering director elections, executive compensation, auditor ratification, and three charter amendments. Large majorities supported each proposal, indicating broad alignment between the board and stockholders on these matters.

The governance-related amendments declassify the board and remove supermajority voting requirements for changing key charter and bylaw provisions. These shifts generally make it easier for stockholders to influence future governance changes while keeping the same external auditor in place for the year ending December 31, 2025.

Future proxy materials and annual meetings will reflect the declassified board structure and simple-majority thresholds where applicable, so subsequent director elections and any proposed charter or bylaw amendments will operate under this updated framework.

Quanterix Corpfalse000150327400015032742025-09-292025-09-29

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): September 29, 2025

_________________________________________________

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 2025 Annual Meeting of Stockholders of Quanterix Corporation (the “Company”) held on September 29, 2025, as adjourned from September 23, 2025 (the “Annual Meeting”), the stockholders of the Company voted on and approved the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on August 25, 2025 (File No. 001-38319) (the “Proxy Statement”): (1) to elect Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D. and David R. Walt, Ph.D. as independent directors to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2028, 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, 2025 (“Proposal 3”); (4) to approve an amendment to the Company’s Certificate of Incorporation (the “Charter”) to declassify its Board of Directors (“Proposal 4”); (5) to approve an amendment to the Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend certain provisions of the Charter (“Proposal 5”); and (6) to approve an amendment to the Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend the Company’s Bylaws (“Proposal 6”).

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

Proposal 1 — Election of Directors:

						For						Withheld						Broker Non-Votes
Myla Lai-Goldman, M.D.						35,731,623						163,772						4,293,146
Masoud Toloue, Ph.D.						32,552,678						3,342,717						4,293,146
David R. Walt, Ph.D.						29,705,101						6,190,294						4,293,146

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

For						Against						Abstain						Broker Non-Votes
30,261,443						5,546,651						87,298						4,293,149

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

For						Against						Abstain						Broker Non-Votes
40,087,908						82,320						18,313						0

Proposal 4 — Vote to Approve an Amendment to the Charter to Declassify the Board:

For						Against						Abstain						Broker Non-Votes
35,685,740						159,250						50,404						4,293,147

Proposal 5 — Vote to Approve an Amendment to the Charter to Eliminate the Supermajority Stockholder Vote Required to Amend Certain Charter Provisions:

For						Against						Abstain						Broker Non-Votes
35,554,910						253,407						87,077						4,293,147

Proposal 6 — Vote to Approve an Amendment to the Charter to Eliminate the Supermajority Stockholder Vote Required to Amend the Bylaws:

For						Against						Abstain						Broker Non-Votes
35,558,103						256,746						80,545						4,293,147

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
3.1						Amended and Restated Certificate of Incorporation
3.2						Restated Bylaws
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 2, 2025			QUANTERIX CORPORATION
			By:			/s/ Vandana Sriram
			Name:			Vandana Sriram
			Title:			Chief Financial Officer

FAQ

What did Quanterix (QTRX) stockholders approve at the 2025 annual meeting?

Stockholders approved all six proposals, including electing three directors, an advisory say-on-pay vote, ratifying KPMG as auditor, declassifying the board, and removing supermajority requirements to amend certain charter provisions and the company’s bylaws.

Which directors were elected to Quanterix’s board at the 2025 meeting?

Stockholders elected Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D., and David R. Walt, Ph.D. Each will serve a three-year term expiring at the 2028 annual meeting, continuing until a successor is elected and qualified or earlier departure.

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

Shareholders approved the advisory vote on named executive officer compensation, with 30,261,443 votes for, 5,546,651 against, and 87,298 abstentions. There were 4,293,149 broker non-votes, but overall support indicated majority backing for the disclosed pay program.

Was KPMG reappointed as Quanterix’s independent auditor for 2025?

Yes. Stockholders ratified KPMG LLP as Quanterix’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 40,087,908 votes for, 82,320 against, and 18,313 abstentions, and no broker non-votes recorded.

Did Quanterix (QTRX) approve declassifying its board of directors?

Stockholders approved a charter amendment to declassify the board, with 35,685,740 votes for, 159,250 against, and 50,404 abstentions, plus 4,293,147 broker non-votes. Declassification typically moves the company toward annual election of all directors.

What changes did Quanterix make to supermajority voting requirements?

Stockholders approved charter amendments eliminating supermajority vote requirements to amend certain charter provisions and the bylaws. Each measure received about 35.6 million votes in favor, with relatively few votes against or abstaining, shifting toward simple-majority approval standards.