Shoulder Innovations shareholders elect directors, ratify auditor

Shoulder Innovations, Inc. reported the results of its 2026 Annual Meeting of Stockholders, where a quorum of 16,424,584 common shares was present virtually or by proxy.

Rhea-AI Filing Summary

Shoulder Innovations, Inc. reported the results of its 2026 Annual Meeting of Stockholders, where a quorum of 16,424,584 common shares was present virtually or by proxy. Each share had one vote.

Stockholders elected two Class I directors. Robert Ball received 10,576,791 votes for and 4,236,696 votes withheld, with 1,611,097 broker non-votes. Andrew Hykes received 14,812,410 votes for and 1,077 votes withheld, plus 1,611,097 broker non-votes. Both will serve three-year terms until the 2029 Annual Meeting, subject to earlier death, resignation, or removal.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 16,415,933 votes for, 2 votes against, and 8,649 abstentions, and no broker non-votes.

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 at meeting: 16,424,584 shares Votes for Robert Ball: 10,576,791 votes Votes withheld Robert Ball: 4,236,696 votes +4 more

7 metrics

Shares represented at meeting 16,424,584 shares Common stock present for 2026 Annual Meeting quorum

Votes for Robert Ball 10,576,791 votes Election as Class I director at 2026 Annual Meeting

Votes withheld Robert Ball 4,236,696 votes Election as Class I director at 2026 Annual Meeting

Votes for Andrew Hykes 14,812,410 votes Election as Class I director at 2026 Annual Meeting

Votes for auditor ratification 16,415,933 votes Ratification of Deloitte & Touche LLP for year ending Dec. 31, 2026

Votes against auditor ratification 2 votes Ratification of Deloitte & Touche LLP

Abstentions on auditor ratification 8,649 votes Ratification of Deloitte & Touche LLP

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, emerging growth company, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 26, 2026, Shoulder Innovations, Inc. ... held its 2026 Annual Meeting of Stockholders"

broker non-votes financial

"Robert Ball | 10,576,791 | 4,236,696 | 1,611,097 ... 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

"To ratify the appointment of Deloitte & Touche LLP as our 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.

emerging growth company regulatory

"Emerging growth company x"

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.

Class I directors financial

"To elect two Class I directors, each to serve a three-year term"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the main purpose of Shoulder Innovations (SI) 2026 Annual Meeting?

The main purpose was to elect two Class I directors and ratify the company’s independent auditor. Stockholders voted on director nominees Robert Ball and Andrew Hykes, and on confirming Deloitte & Touche LLP for the fiscal year ending December 31, 2026.

How many Shoulder Innovations (SI) shares were represented at the 2026 Annual Meeting?

A total of 16,424,584 shares of common stock were present, constituting a quorum. These shares were represented either online or by proxy, and each share carried one vote on the matters submitted to stockholders at the virtual meeting.

Which directors were elected at Shoulder Innovations (SI) 2026 Annual Meeting and for how long?

Stockholders elected Robert Ball and Andrew Hykes as Class I directors for three-year terms. They will serve until the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified, or earlier death, resignation, or removal.

What were the vote results for Robert Ball’s election to Shoulder Innovations (SI) board?

Robert Ball received 10,576,791 votes for and 4,236,696 votes withheld, with 1,611,097 broker non-votes. These results were sufficient for his election as a Class I director to serve until the 2029 Annual Meeting, subject to normal board tenure conditions.

How did stockholders vote on Andrew Hykes as a director of Shoulder Innovations (SI)?

Andrew Hykes received 14,812,410 votes for and 1,077 votes withheld, along with 1,611,097 broker non-votes. This strong support resulted in his election as a Class I director with a term running until the 2029 Annual Meeting of Stockholders.

Did Shoulder Innovations (SI) stockholders approve Deloitte & Touche LLP as auditor for 2026?

Yes, stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm. The vote totaled 16,415,933 for, 2 against, and 8,649 abstentions, with no broker non-votes recorded on this ratification proposal for the 2026 fiscal year.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 04:09 PM EDT Learn about SEC filing dates

0001699350false00016993502026-06-262026-06-26

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 26, 2026

___________________________________________

SHOULDER INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42771

27-0538764

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1535 Steele Avenue SW, Suite B Grand Rapids, Michigan

49507

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (616) 294-1026

Not Applicable

(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 (see General Instruction A.2. below):

☐    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, $0.001 par value per share

SI

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 x

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 26, 2026, Shoulder Innovations, Inc., a Delaware corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. The Company’s stockholders voted on two proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2026. There were 16,424,584 shares of common stock, $0.001 par value per share (the “Common Stock”) present at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Common Stock represented one vote.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1.To elect two Class I directors, each to serve a three-year term until the 2029 Annual Meeting of Stockholders and until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal; and

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.

The final results for each of these proposals are as follows:

Proposal 1: Election of Directors.

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Robert Ball						10,576,791						4,236,696						1,611,097
Andrew Hykes						14,812,410						1,077						1,611,097

Robert Ball and Andrew Hykes were elected as Class I directors to serve until the 2029 Annual Meeting of Stockholders, and until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Votes For						Votes Against						Abstentions
16,415,933						2						8,649

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this matter.

2

SIGNATURES

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

Dated: June 26, 2026			SHOULDER INNOVATIONS, INC. (Registrant)
			/s/ Jeffrey Points
			Jeffrey Points
			Chief Financial Officer

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Filing Exhibits & Attachments

3 documents

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