Rani Therapeutics (RANI) stockholders elect directors and ratify 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Rani Therapeutics Holdings, Inc. held its annual stockholder meeting on May 28, 2026. Stockholders voted together as a single class, with one vote per share of both Class A and Class B common stock. As of April 2, 2026, there were 99,812,515 Class A shares and 23,970,359 Class B shares outstanding and entitled to vote.

All seven director nominees, including Talat Imran, Mir Imran, and the other board members listed, were elected to serve until the 2027 annual meeting or until successors are elected and qualified. Stockholders also ratified the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

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

Class A shares entitled to vote: 99,812,515 shares Class B shares entitled to vote: 23,970,359 shares Votes for Talat Imran: 57,336,620 votes +5 more

8 metrics

Class A shares entitled to vote 99,812,515 shares Outstanding and entitled to vote as of April 2, 2026

Class B shares entitled to vote 23,970,359 shares Outstanding and entitled to vote as of April 2, 2026

Votes for Talat Imran 57,336,620 votes Director election at 2026 annual meeting

Votes for Mir Imran 56,592,898 votes Director election at 2026 annual meeting

Votes for Dennis Ausiello, M.D. 57,356,662 votes Director election at 2026 annual meeting

Auditor ratification votes for 77,019,828 votes Ratification of CBIZ CPAs P.C. for fiscal 2026

Auditor ratification votes against 332,645 votes Ratification of CBIZ CPAs P.C. for fiscal 2026

Auditor ratification abstentions 54,190 votes Ratification of CBIZ CPAs P.C. for fiscal 2026

Key Terms

Emerging growth company, record date, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote"

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.

record date financial

"As of April 2, 2026, the record date for the Annual Meeting"

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.

broker non-votes financial

"Talat Imran | 57,336,620 | 148,439 | 19,921,604"

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 regulatory

"ratified the appointment of CBIZ CPAs P.C. 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.

Annual Meeting financial

"held its annual meeting of stockholders (“Annual Meeting”)"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

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Understanding 8-K Material Events →

05/28/2026 - 06:12 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): May 28, 2026

    

Rani Therapeutics Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40672	86-3114789
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2051 Ringwood Avenue
San Jose, California		95131
(Address of principal executive offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (408) 457-3700

    

N/A

(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
Class A common stock, par value $0.0001 per share	RANI	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.

On May 28, 2026, Rani Therapeutics Holdings, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”). As of April 2, 2026, the record date for the Annual Meeting, there were 99,812,515 shares of Class A common stock outstanding and entitled to vote and 23,970,359 shares of Class B common stock outstanding and entitled to vote at the Annual Meeting. Holders of the Company’s Class A common stock and holders of the Company’s Class B common stock are entitled to one vote per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting.

The following is a summary of the matters voted on at the Annual Meeting based on the report of the voting results by the inspector of election. The Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2026 contains a description of the following proposals considered at the Annual Meeting, each of which were approved by the Company's stockholders at the Annual Meeting as set forth below:

1. The Company’s stockholders elected the director nominees below, to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified, as follows:


	For	Withheld	Broker Non-Votes
Talat Imran	57,336,620	148,439	19,921,604
Mir Imran	56,592,898	892,161	19,921,604
Dennis Ausiello, M.D.	57,356,662	128,397	19,921,604
Jean-Luc Butel	52,488,017	4,997,042	19,921,604
Vasudev Bailey, Ph.D.	57,382,892	102,167	19,921,604
Abraham Bassan	57,369,150	115,909	19,921,604
Lisa Rometty	57,271,205	213,854	19,921,604

2. The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, as follows:

     For:                                          77,019,828

    

     Against:                                        332,645

    

     Abstain:                                         54,190

    

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.


			Rani Therapeutics Holdings, Inc.

Date:	May 28, 2026	By:	/s/ Svai Sanford
			Svai Sanford Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Rani Therapeutics (RANI) stockholders vote on at the 2026 annual meeting?

Stockholders elected seven directors and ratified CBIZ CPAs P.C. as independent auditor for 2026. All proposals described in the proxy statement were approved based on the inspector of election’s report of voting results.

When was the Rani Therapeutics 2026 annual meeting held and what was the record date?

The annual meeting took place on May 28, 2026. The record date was April 2, 2026, when holders of 99,812,515 Class A and 23,970,359 Class B shares were entitled to vote at the meeting.

Which directors were elected at Rani Therapeutics’ 2026 annual meeting?

Stockholders elected Talat Imran, Mir Imran, Dennis Ausiello, M.D., Jean-Luc Butel, Vasudev Bailey, Ph.D., Abraham Bassan, and Lisa Rometty. Each will serve until the 2027 annual meeting or until a successor is duly elected and qualified.

How did Rani Therapeutics stockholders vote on the auditor ratification for 2026?

Stockholders ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 77,019,828 votes for, 332,645 against, and 54,190 abstentions.

How many votes did key Rani Therapeutics director nominees receive?

For example, Talat Imran received 57,336,620 votes for and 148,439 withheld, while Mir Imran received 56,592,898 for and 892,161 withheld. Each nominee had 19,921,604 broker non-votes recorded in the results.

How do Rani’s Class A and Class B shares vote at the annual meeting?

Holders of Class A and Class B common stock each have one vote per share. Both classes vote together as a single class on all matters submitted to stockholders at the annual meeting.

Filing Exhibits & Attachments

1 document