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  4. [8-K] SANUWAVE Health, Inc. Reports Material Event

Sanuwave (NASDAQ: SNWV) investors back all 2026 meeting proposals

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

Rhea-AI Filing Summary

Sanuwave Health, Inc. reported results from its 2026 annual stockholder meeting held on June 11, 2026. Stockholders elected five directors—Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller and James Tyler—to serve until the 2027 annual meeting, with each nominee receiving more votes for than withheld.

Stockholders also ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 6,057,957 votes for and limited opposition. In an advisory, non-binding vote, investors approved the compensation paid to the company’s named executive officers, with 4,666,444 votes for and 385,238 against.

Positive

  • None.

Negative

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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 Morgan Frank 4,988,463 votes Election as director until 2027 annual meeting
Auditor ratification votes for 6,057,957 votes Baker Tilly US, LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 45,261 votes Baker Tilly US, LLP ratification
Say-on-pay votes for 4,666,444 votes Advisory, non-binding vote on executive compensation
Say-on-pay votes against 385,238 votes Advisory, non-binding vote on executive compensation
broker non-votes financial
"Name | Votes For | Withheld | Broker Non-Votes Morgan Frank | 4,988,463 | 69,863 | 1,061,530"
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 Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 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.
advisory, non-binding vote financial
"To approve, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers."
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Understanding 8-K Material Events →
FALSE000141766300014176632026-06-112026-06-11
1
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
SANUWAVE Health, Inc.
(Exact name of registrant as specified in its charter)
Nevada000-4255220-1176000
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
9600 W. 76th Street, Suite 118,Eden Prairie,Minnesota55344
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code(952)656-1029
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 (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 classTrading Symbol(s)
Name of each exchange on which
registered
Common stock, par value $0.001 per shareSNWVThe Nasdaq Stock Market LLC

Indicate by check mark whether the registration is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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
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Item 5.07              Submission of Matters to a Vote of Security Holders.

On June 11, 2026, Sanuwave Health, Inc. (the “Company”) held its 2026 annual meeting of stockholders. The following matters (the “Proposals”) were voted upon by the stockholders with the final voting results as shown:

Proposal 1. To elect five directors, Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller and James Tyler, to serve until the 2027 annual meeting of stockholders.
NameVotes ForWithheldBroker Non-Votes
Morgan Frank4,988,46369,8631,061,530
Gregory Bazar4,706,567351,7591,061,530
Jeffrey Blizard4,634,031424,2951,061,530
Ian Miller4,244,965813,3611,061,530
James Tyler4,292,161766,1651,061,530

Proposal 2. To ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes ForVotes AgainstAbstainBroker Non-Votes
6,057,95745,26116,638–

Proposal 3. To approve, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers.

Votes ForVotes AgainstAbstainBroker Non-Votes
4,666,444385,2386,6441,061,530


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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.
SANUWAVE HEALTH, INC.
Dated: June 15, 2026By:/s/ Morgan C. Frank
Name:Morgan C. Frank
Title:Chief Executive Officer
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Source: View Original Filing on SEC EDGAR

FAQ

What did Sanuwave (SNWV) shareholders decide at the 2026 annual meeting?

Sanuwave shareholders approved all proposals at the 2026 annual meeting. They elected five directors, ratified Baker Tilly US, LLP as auditor for 2026, and supported executive compensation in an advisory, non-binding vote with solid majorities on each item.

Were Sanuwave (SNWV) director nominees elected at the 2026 meeting?

Yes, all five Sanuwave director nominees were elected. Morgan Frank received 4,988,463 votes for, while the other nominees each secured more votes for than withheld, and broker non-votes were recorded but did not prevent their election to serve until the 2027 meeting.

Did Sanuwave (SNWV) shareholders ratify the company’s auditor for 2026?

Yes, shareholders ratified Baker Tilly US, LLP as Sanuwave’s independent registered public accounting firm for 2026. The proposal received 6,057,957 votes for, 45,261 votes against, and 16,638 abstentions, showing strong overall support for continuing with the same auditor.

How did Sanuwave (SNWV) investors vote on executive compensation in 2026?

Investors approved Sanuwave’s executive compensation in an advisory, non-binding vote. The say-on-pay proposal received 4,666,444 votes for, 385,238 against and 6,644 abstentions, along with 1,061,530 broker non-votes, indicating broad but not unanimous support for current pay practices.

What are broker non-votes in Sanuwave’s 2026 voting results?

Broker non-votes occur when brokers hold shares for clients who do not give voting instructions on certain proposals. In Sanuwave’s 2026 meeting, broker non-votes appeared mainly on director elections and the say-on-pay proposal, but did not stop any item from passing.

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