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Rockwell Medical (RMTI) investors approve directors, pay, auditor and reverse stock split

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

Rhea-AI Filing Summary

Rockwell Medical, Inc. reported voting results from its 2026 annual shareholder meeting, where stockholders approved all four proposals, including elections, pay, auditor and capital structure changes.

Two Class II directors, Joseph Dawson and Joan Lau, Ph.D., were elected with 9,812,114 and 9,890,379 votes in favor, respectively. Stockholders endorsed executive compensation on an advisory basis with 8,232,918 votes for and ratified EisnerAmper LLP as auditor with 22,996,530 votes for. They also approved an amendment to the Certificate of Incorporation authorizing a reverse stock split of the common stock, with 16,993,038 votes for and 6,597,036 against.

Positive

  • None.

Negative

  • None.

Insights

All 2026 shareholder proposals, including a reverse split authorization, were approved.

Rockwell Medical’s shareholders backed the full management slate at the 2026 meeting. Both Class II directors received strong support, and the advisory vote on named executive officer compensation passed by a wide margin, indicating general alignment between shareholders and leadership.

Ratification of EisnerAmper LLP as auditor received a large majority of votes, suggesting confidence in the company’s financial reporting oversight. Approval of the charter amendment to permit a reverse stock split gives the board flexibility to adjust the share count and trading price structure if needed, though the specific split ratio and timing are not detailed here.

The impact of the reverse split authorization will depend on whether and how the board ultimately implements it. Future company communications and SEC filings would clarify any execution details, including the effective date and split ratio once determined.

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 Joseph Dawson 9,812,114 votes Election as Class II director at 2026 annual meeting
Votes for Joan Lau 9,890,379 votes Election as Class II director at 2026 annual meeting
Say-on-pay votes for 8,232,918 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 22,996,530 votes Ratifying EisnerAmper LLP for 2026
Reverse split votes for 16,993,038 votes Charter amendment authorizing reverse stock split of common stock
Reverse split votes against 6,597,036 votes Opposition to reverse stock split authorization
reverse stock split financial
"To approve and adopt an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
broker non-votes regulatory
"For | Against | Abstain | Broker Non-Votes Joseph Dawson | 9,812,114 | 869,022 | 330,731 | 12,801,839"
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.
advisory basis regulatory
"To approve, on an advisory basis, the compensation of the Company's named executive officers."
independent registered public accounting firm financial
"To ratify the selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2026."
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.
Certificate of Incorporation regulatory
"To approve and adopt an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
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Understanding 8-K Material Events →
0001041024FALSE00010410242026-06-122026-06-12

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 12, 2026
 
ROCKWELL MEDICAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware000-2366138-3317208
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
 
30142 S. Wixom Road, Wixom, Michigan 48393
(Address of principal executive offices, including zip code)
 
(248) 960-9009
(Registrant’s telephone number, including area code)
 
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 Name of Each exchange on which registered
Common Stock, par value $0.0001 RMTI 
Nasdaq Capital 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 12, 2026, Rockwell Medical, Inc. held its 2026 Annual Meeting of the Stockholders (the "Annual Meeting"). The following matters were submitted to a vote of the stockholders at the Annual Meeting and the voting results were as follows:

Proposal One: To elect the two Class II directors to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified.
For
Against
Abstain
Broker Non-Votes
Joseph Dawson
9,812,114
869,022
330,731
12,801,839
Joan Lau, Ph.D.
9,890,379
729,615
391,873
12,801,839

Proposal Two: To approve, on an advisory basis, the compensation of the Company's named executive officers.
For
Against
Abstain
Broker Non-Votes
8,232,918
2,682,354
96,595
12,801,839

Proposal Three: To ratify the selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2026.
For
Against
Abstain
22,996,530
698,744
118,432

Proposal Four: To approve and adopt an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock.
For
Against
Abstain
16,993,038
6,597,036
223,632







SIGNATURE
 
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.
 
 ROCKWELL MEDICAL, INC.
   
Date: June 15, 2026By: /s/ Mark Strobeck
  Mark Strobeck
  Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Rockwell Medical (RMTI) shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including electing two Class II directors, an advisory vote supporting executive compensation, ratifying EisnerAmper LLP as auditor, and amending the charter to authorize a reverse stock split of the company’s common stock.

How did Rockwell Medical (RMTI) shareholders vote on the reverse stock split proposal?

Shareholders approved the reverse stock split charter amendment with 16,993,038 votes for, 6,597,036 against, and 223,632 abstentions. This authorization allows the company to effect a reverse split of its common stock if the board chooses to proceed.

Were Rockwell Medical’s director nominees elected at the 2026 annual meeting?

Yes. Joseph Dawson received 9,812,114 votes for and Joan Lau, Ph.D., received 9,890,379 votes for. Both were elected as Class II directors to serve three-year terms expiring at the 2029 annual meeting, subject to successful qualification of successors.

Did Rockwell Medical (RMTI) shareholders approve executive compensation in 2026?

Yes. In an advisory say-on-pay vote, 8,232,918 votes were cast for the compensation of the company’s named executive officers, with 2,682,354 against and 96,595 abstentions. This reflects majority shareholder support for the disclosed pay programs.

Which audit firm did Rockwell Medical (RMTI) shareholders ratify for 2026?

Shareholders ratified EisnerAmper LLP as Rockwell Medical’s independent registered public accounting firm for 2026. The firm received 22,996,530 votes for ratification, 698,744 votes against, and 118,432 abstentions, indicating broad shareholder support for the existing auditor.

Filing Exhibits & Attachments

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