Spruce Biosciences (SPRB) 2026 annual meeting and say-on-pay votes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Spruce Biosciences, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026 in virtual format. As of the March 24, 2026 record date, 1,372,278 common shares were outstanding, and 903,893 shares, or about 65.86%, were represented, establishing a quorum.
Stockholders elected three Class III directors—Michael Grey, Camilla V. Simpson and Javier Szwarcberg—to serve until the 2029 annual meeting. They also ratified BDO USA, P.C. as independent auditor for the year ending December 31, 2026 and approved, on an advisory basis, the compensation of named executive officers.
In addition, stockholders indicated a preference for holding an advisory vote on executive compensation every year. The company plans to include an annual, non-binding say‑on‑pay vote in its proxy materials until the next required frequency vote, which must occur no later than the 2032 annual meeting.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding: 1,372,278 shares
Shares represented: 903,893 shares
Quorum percentage: 65.86%
+4 more
7 metrics
Shares outstanding
1,372,278 shares
Common stock outstanding and entitled to vote as of March 24, 2026
Shares represented
903,893 shares
Shares present or represented by proxy at 2026 annual meeting (about 65.86%)
Quorum percentage
65.86%
Portion of outstanding shares represented at 2026 annual meeting
Auditor ratification for votes
880,984 shares
Votes for ratifying BDO USA, P.C. as 2026 auditor
Say-on-pay for votes
187,027 shares
Votes for advisory approval of named executive officer compensation
Annual frequency support
297,804 shares
Votes indicating preference for one-year frequency of advisory pay votes
Broker non-votes on director elections
604,019 shares
Broker non-votes recorded for each Class III director proposal
Key Terms
broker non-votes, emerging growth company, advisory vote, named executive officers, +1 more
5 terms
broker non-votes financial
"Broker Non-Votes 880,984 | 16,851 | 6,058 | —"
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.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
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.
advisory vote financial
"Advisory Vote on the Compensation of the Company’s Named Executive Officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"the compensation of the Company’s named executive officers, as disclosed"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"as the independent registered public accounting firm of the Company"
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.
FAQ
What did Spruce Biosciences (SPRB) stockholders vote on at the 2026 annual meeting?
Stockholders voted on four items: electing three Class III directors, ratifying BDO USA, P.C. as independent auditor for 2026, approving executive compensation on an advisory basis, and choosing the frequency of future advisory votes on executive pay, favoring an annual vote.
Were Spruce Biosciences (SPRB) directors elected at the 2026 annual meeting?
Yes. Stockholders elected three Class III directors: Michael Grey, Camilla V. Simpson and Javier Szwarcberg. Each will serve until the 2029 annual meeting and until a successor is elected and qualified, or earlier death, resignation or removal, based on the reported voting results.
Did Spruce Biosciences (SPRB) stockholders approve executive compensation in 2026?
Yes. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The vote totaled 187,027 shares for, 111,274 against and 1,573 abstentions, with 604,019 broker non-votes, referencing compensation disclosed in the April 9, 2026 definitive proxy statement.
How often will Spruce Biosciences (SPRB) hold say-on-pay votes going forward?
Stockholders indicated a preference for an annual advisory vote on executive compensation, with 297,804 shares favoring one year. The company plans to include a non-binding say-on-pay vote every year until the next required frequency vote, which must occur no later than the 2032 annual meeting.
Which auditor did Spruce Biosciences (SPRB) stockholders ratify for fiscal year 2026?
Stockholders ratified BDO USA, P.C. as Spruce Biosciences’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 880,984 shares for, 16,851 against and 6,058 abstentions, with no broker non-votes recorded for this ratification proposal.