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Sionna Therapeutics (SION) investors elect Class II directors and ratify Deloitte

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

Rhea-AI Filing Summary

Sionna Therapeutics, Inc. reported the results of its Annual Meeting of Stockholders held on June 17, 2026. Stockholders voted on the election of four Class II director nominees and the ratification of the company’s independent registered public accounting firm.

All four Class II director nominees—H. Edward Fleming, Jr., M.D., Marcella Kuhlman Ruddy, M.D., Peter A. Thompson, M.D., and Joanne Louise Viney, Ph.D.—were elected to serve until the 2029 annual meeting. Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

There were 45,142,330 shares of common stock outstanding as of the April 21, 2026 record date, and a quorum was present at the meeting, allowing these proposals to be approved.

Positive

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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.
Shares outstanding 45,142,330 shares Common stock outstanding as of April 21, 2026 record date
Votes for H. Edward Fleming Jr. 42,168,569 votes Election as Class II director at June 17, 2026 meeting
Votes for Marcella Kuhlman Ruddy 40,270,279 votes Election as Class II director at June 17, 2026 meeting
Votes for Peter A. Thompson 39,862,185 votes Election as Class II director at June 17, 2026 meeting
Votes for Joanne Louise Viney 41,931,706 votes Election as Class II director at June 17, 2026 meeting
Votes for Deloitte & Touche LLP 43,291,215 votes Ratification as independent registered public accounting firm for 2026
Votes against auditor ratification 1,198 votes Ratification of Deloitte & Touche LLP
Abstentions on auditor ratification 507 votes Ratification of Deloitte & Touche LLP
Annual Meeting of Stockholders financial
"On June 17, 2026, Sionna Therapeutics, Inc. held its Annual Meeting of Stockholders"
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.
independent registered public accounting firm financial
"To ratify the appointment of Deloitte & Touche 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.
record date financial
"There were 45,142,330 shares of the Company's common stock outstanding as of the record date of April 21, 2026."
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.
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.

FAQ

What did Sionna Therapeutics (SION) stockholders vote on at the 2026 annual meeting?
Stockholders voted on electing four Class II directors and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, as described in the company’s definitive proxy statement.

Were all Sionna Therapeutics (SION) director nominees elected at the June 17, 2026 meeting?
Yes. All four Class II director nominees—H. Edward Fleming Jr., Marcella Kuhlman Ruddy, Peter A. Thompson, and Joanne Louise Viney—received more votes for than withheld and were elected to serve until the 2029 annual meeting of stockholders.

How many Sionna Therapeutics (SION) shares were outstanding for the 2026 stockholder vote?
There were 45,142,330 shares of Sionna Therapeutics common stock outstanding as of the April 21, 2026 record date. This share count determined which stockholders were entitled to vote at the June 17, 2026 annual meeting.

What were the vote results for Sionna Therapeutics’ auditor ratification in 2026?
Stockholders cast 43,291,215 votes for ratifying Deloitte & Touche LLP as independent registered public accounting firm, with 1,198 votes against and 507 abstentions. Based on these results, the appointment of Deloitte & Touche LLP was ratified for the 2026 fiscal year.

How did Sionna Therapeutics (SION) stockholders vote on Joanne Louise Viney’s election?
Joanne Louise Viney, Ph.D., received 41,931,706 votes for and 276,884 votes withheld, with 1,084,330 broker non-votes. These results led to her election as a Class II director, with a term ending at the 2029 annual meeting of stockholders.

What is the role of Deloitte & Touche LLP for Sionna Therapeutics after the 2026 vote?
Following stockholder ratification, Deloitte & Touche LLP will serve as Sionna Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, providing audit services for the company’s financial statements and related reporting obligations.

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Understanding 8-K Material Events →
0002036042FALSE00020360422026-06-172026-06-17

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 17, 2026
__________________________
SIONNA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
__________________________
Delaware001-4250484-2801521
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
SIONNA THERAPEUTICS, INC.
21 Hickory Drive, Suite 500
Waltham, MA02451
(Address of principal executive offices, including zip code)
617-819-2020
(Registrant’s telephone number, including area code)
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:
☐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 classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock, $0.001 par value per shareSIONThe Nasdaq Global 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 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. o


Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 17, 2026, Sionna Therapeutics, Inc. (the "Company") held its Annual Meeting of Stockholders, at which a quorum was present. There were 45,142,330 shares of the Company's common stock outstanding as of the record date of April 21, 2026.
The following are the voting results for the proposals considered and voted upon at the meeting, which are described in detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026.
1.To elect four nominees as Class II directors: H. Edward Fleming, Jr., M.D., Marcella Kuhlman Ruddy, M.D., Peter A. Thompson, M.D., and Joanne Louise Viney, Ph.D., each to hold office until the Company's Annual Meeting of Stockholders in 2029.
NomineeVotes ForVotes WithheldBroker Non-Votes
H. Edward Fleming, Jr.42,168,56940,0211,084,330
Marcella Kuhlman Ruddy40,270,2791,938,3111,084,330
Peter A. Thompson39,862,1852,346,4051,084,330
Joanne Louise Viney41,931,706276,8841,084,330
2.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes ForVotes AgainstAbstentions
43,291,2151,198507
Based on the foregoing votes, each of the nominees was elected as a Class II director and the appointment of Deloitte & Touche LLP was ratified.


SIGNATURE
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.
Sionna Therapeutics, Inc.
Date: June 18, 2026By:/s/ Jennifer Fitzpatrick
Name:Jennifer Fitzpatrick
Title:Chief Legal Officer

Source: View Original Filing on SEC EDGAR

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