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Arcus Biosciences (NYSE: RCUS) reports 2026 shareholder vote results

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

Rhea-AI Filing Summary

Arcus Biosciences, Inc. held its annual meeting of stockholders on June 11, 2026, where all management proposals were approved. Stockholders elected four Class II directors—Dietmar Berger, David Lacey, Nicole Lambert, and Johanna Mercier—to serve until the 2029 annual meeting and until their successors are duly elected and qualified.

Shareholders also ratified Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers as described in the proxy statement.

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.
Votes for Nicole Lambert 92,653,341 votes Election as Class II director at 2026 annual meeting
Votes for Dietmar Berger 85,949,508 votes Election as Class II director at 2026 annual meeting
Auditor ratification votes for 112,905,582 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 4,767,430 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 94,920,421 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 9,337,368 votes Advisory approval of named executive officer compensation
Broker non-votes 13,573,227 votes Applied to director elections and say-on-pay proposal
broker non-votes financial
"Votes For | Votes Withheld | 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.
independent registered public accounting firm financial
"Ernst & Young LLP as the independent registered public accounting firm of the Company"
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.
advisory basis financial
"The approval, on an advisory basis, of the compensation of the Company's named executive officers"
emerging growth company regulatory
"Emerging growth company 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.
annual meeting of stockholders financial
"held its annual meeting of stockholders"
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false000172452100017245212026-06-112026-06-11

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 11, 2026
________________________________________________________
Arcus Biosciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
Delaware001-3841947-3898435
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
3928 Point Eden Way
Hayward, California
94545
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (510) 694-6200
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 $0.0001 Per ShareRCUSThe New York Stock Exchange
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 Submission of Matters to a Vote of Security Holders
On June 11, 2026, Arcus Biosciences, Inc. (the "Company") held its annual meeting of stockholders. The results of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1: The election of Class II directors to hold office until the 2029 Annual Meeting of Stockholders and until its successor is duly elected and qualified:
NomineeVotes ForVotes WithheldBroker Non-Votes
Dietmar Berger, M.D., Ph.D.85,949,50818,338,02213,573,227
David Lacey, M.D.85,974,58318,312,94713,573,227
Nicole Lambert92,653,34111,634,18913,573,227
Johanna Mercier85,941,75418,345,77613,573,227
Proposal 2: The ratification of the appointment by the Audit Committee of the Company's Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026:
Votes ForVotes AgainstAbstentions
112,905,5824,767,430187,745
Proposal 3: The approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
94,920,4219,337,36829,74113,573,227


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 hereunto duly authorized.
ARCUS BIOSCIENCES, INC.
Date: June 12, 2026By:/s/ Terry Rosen, Ph. D.
Terry Rosen, Ph.D.
Chief Executive Officer
(Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Arcus Biosciences (RCUS) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing four Class II directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving executive compensation on an advisory basis. All three proposals received sufficient support to pass at the June 11, 2026 annual meeting.

Were Arcus Biosciences (RCUS) director nominees elected at the 2026 annual meeting?

Yes. All four Class II director nominees—Dietmar Berger, David Lacey, Nicole Lambert, and Johanna Mercier—were elected to serve until the 2029 annual meeting. Each nominee received more votes for than withheld, with additional broker non-votes recorded for each seat.

Did Arcus Biosciences (RCUS) stockholders ratify Ernst & Young as auditor for 2026?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 112,905,582 votes for, 4,767,430 votes against, and 187,745 abstentions recorded in the tally.

How did Arcus Biosciences (RCUS) shareholders vote on executive compensation?

Shareholders approved the compensation of the company’s named executive officers on an advisory basis, with 94,920,421 votes for, 9,337,368 votes against, 29,741 abstentions, and 13,573,227 broker non-votes, indicating majority support for the disclosed pay practices at the 2026 annual meeting.

What are broker non-votes in the Arcus Biosciences (RCUS) 2026 vote results?

Broker non-votes occur when brokers do not have discretionary authority to vote on a proposal and receive no voting instructions from beneficial owners. For the director elections and say-on-pay proposal, Arcus recorded 13,573,227 broker non-votes, which did not prevent those items from passing.

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