Shareholders of Cartesian Therapeutics (NASDAQ: RNAC) back board, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cartesian Therapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders. A total of 24,151,536 common shares were represented, equal to approximately 82.42% of shares outstanding as of the April 14, 2026 record date, indicating strong turnout.

Stockholders elected three Class I directors to serve until the 2029 Annual Meeting. They also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, and ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the 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

Shares represented: 24,151,536 shares Turnout percentage: 82.42% Say-on-pay support: 13,659,709 votes for +5 more

8 metrics

Shares represented 24,151,536 shares Common stock present or represented at 2026 Annual Meeting

Turnout percentage 82.42% Percentage of outstanding common stock as of April 14, 2026 record date

Say-on-pay support 13,659,709 votes for Advisory approval of named executive officer compensation

Say-on-pay opposition 136,217 votes against Advisory vote on executive compensation

Say-on-pay abstentions 6,033,199 votes abstained Advisory vote on executive compensation

Auditor ratification support 24,144,742 votes for Ratification of Ernst & Young LLP for year ending December 31, 2026

Auditor ratification opposition 6,157 votes against Ratification of Ernst & Young LLP

Auditor ratification abstentions 637 votes abstained Ratification of Ernst & Young LLP

Key Terms

non-binding and advisory basis, independent registered public accounting firm, Broker Non-Votes, Annual Meeting of Stockholders

4 terms

non-binding and advisory basis financial

"Approval, on a non-binding and advisory basis, of a resolution approving the compensation"

independent registered public accounting firm financial

"ratification of the appointment of Ernst & Young 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.

Broker Non-Votes financial

"NOMINEE | 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.

Annual Meeting of Stockholders financial

"held the 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

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Understanding 8-K Material Events →

06/17/2026 - 04:01 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): June 12, 2026

CARTESIAN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37798

26-1622110

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

7495 New Horizon Way, Frederick, MD 21703

(Address of principal executive offices)(Zip Code)

(301) 348-8698

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(s)	Name of each exchange on which registered
Common Stock (Par Value $0.0001)	RNAC	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 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 12, 2026, Cartesian Therapeutics, Inc. (the “Company”) held the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 24,151,536 shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), were present electronically or represented by proxy at the meeting, representing approximately 82.42% of the Company’s outstanding common stock as of the April 14, 2026 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Proxy Statement.

Proposal 1 - Election of three Class I Directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.


NOMINEE	Votes FOR	Votes WITHHELD	Broker Non-Votes
Michael Singer, M.D., Ph.D.	11,745,619	8,083,506	4,322,411
Timothy A. Springer, Ph.D.	18,665,163	1,163,962	4,322,411
Patrick Zenner, M.B.A	12,168,919	7,660,206	4,322,411

Based on the votes set forth above, each director nominee was duly elected to serve until the Company’s 2029 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

Proposal 2 - Approval, on a non-binding and advisory basis, of a resolution approving the compensation of the Company’s named executive officers.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
13,659,709	136,217	6,033,199	4,322,411

Based on the votes set forth above, the stockholders approved, on a non-binding and advisory basis, a resolution approving the compensation of our named executive officers.

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
24,144,742	6,157	637	—

Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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.


	CARTESIAN THERAPEUTICS, INC.


Date: June 17, 2026	By:	/s/ Carsten Brunn, Ph.D.
		Carsten Brunn, Ph.D.
		President, Chief Executive Officer and Chairman of the Board

Source: View Original Filing on SEC EDGAR

FAQ

What was the shareholder turnout at Cartesian Therapeutics (RNAC) 2026 annual meeting?

Shareholder turnout was high, with 24,151,536 shares represented, about 82.42% of outstanding common stock as of April 14, 2026. This level of participation suggests broad engagement in voting on directors, executive pay, and the auditor.

Which directors were elected at Cartesian Therapeutics (RNAC) 2026 annual meeting?

Stockholders elected Michael Singer, M.D., Ph.D., Timothy A. Springer, Ph.D., and Patrick Zenner, M.B.A. as Class I directors. Each will serve until the 2029 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.

Did Cartesian Therapeutics (RNAC) shareholders approve executive compensation in 2026?

Yes. Stockholders approved, on a non-binding and advisory basis, the compensation of the company’s named executive officers, with 13,659,709 votes for, 136,217 against, and 6,033,199 abstentions, plus 4,322,411 broker non-votes recorded on the proposal.

Which audit firm did Cartesian Therapeutics (RNAC) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026. Voting results were 24,144,742 for, 6,157 against, and 637 abstentions, with no broker non-votes reported on this proposal.

How did broker non-votes affect Cartesian Therapeutics (RNAC) 2026 proposals?

Broker non-votes appeared on Proposals 1 and 2, with 4,322,411 broker non-votes each. They did not appear on Proposal 3. Despite these, all director nominees were elected, executive compensation was approved, and the auditor ratification passed.

Filing Exhibits & Attachments

3 documents