Shareholders at ARS Pharmaceuticals (SPRY) back board, auditor and annual say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ARS Pharmaceuticals reported results from its 2026 Annual Meeting of Stockholders. As of April 27, 2026, 99,300,658 shares of common stock were outstanding and entitled to vote. Stockholders elected three Class III directors to serve until the 2029 annual meeting.

For the board seats, Saqib Islam received 51,588,419 votes for and 14,429,366 withheld, Phillip Schneider received 38,474,013 for and 27,543,772 withheld, and Laura Shawver received 45,149,811 for and 20,867,974 withheld. Each proposal also recorded 14,111,827 broker non-votes.

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 79,465,541 votes for, 102,436 against, and 561,635 abstaining. They approved, on an advisory basis, named executive officer compensation and selected an annual frequency for future advisory pay 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 entitled to vote: 99,300,658 shares Votes for Saqib Islam: 51,588,419 votes Votes for Laura Shawver: 45,149,811 votes +3 more

6 metrics

Shares entitled to vote 99,300,658 shares Common stock outstanding and entitled to vote as of April 27, 2026

Votes for Saqib Islam 51,588,419 votes Director election, Class III, 2026 annual meeting

Votes for Laura Shawver 45,149,811 votes Director election, Class III, 2026 annual meeting

Auditor ratification support 79,465,541 votes for Ratification of Ernst & Young LLP for year ending December 31, 2026

Say-on-pay support 57,290,450 votes for Advisory vote on named executive officer compensation

Annual frequency votes 52,117,264 votes Preference for one-year interval for future say-on-pay votes

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes Saqib Islam, J.D. | | 51,588,419 | | 14,429,366 | | 14,111,827"

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

"ratified the selection by the Audit Committee of the Company’s Board of Directors 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.

advisory vote financial

"Proposal 3: 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 paid to the Company’s named executive officers, as disclosed in the definitive proxy statement"

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.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"

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.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 05:01 PM Accepted by SEC EDGAR 06/25/2026 - 05:01 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

June 24, 2026

Date of Report (Date of earliest event reported)

ARS Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39756

81-1489190

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11682 El Camino Real, Suite 300

San Diego, California

92130

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 771-9307

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 obligations 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, $0.0001 par value per share

SPRY

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 ☐

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 24, 2026, ARS Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 27, 2026, the record date for the Annual Meeting, 99,300,658 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.

Proposal 1: Election of Directors

The Company’s stockholders elected the three persons listed below as Class III directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The final voting results are as follows:


Name of Director Elected	Votes For	Votes Withheld	Broker Non-Votes
Saqib Islam, J.D.	51,588,419	14,429,366	14,111,827
Phillip Schneider	38,474,013	27,543,772	14,111,827
Laura Shawver, Ph.D.	45,149,811	20,867,974	14,111,827

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:


For	Against	Abstain
79,465,541	102,436	561,635

Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”). The final voting results are as follows:


For	Against	Abstain	Broker Non-Votes
57,290,450	8,104,466	622,869	14,111,827

Proposal 4: Advisory Vote on the Frequency of Future Advisory Stockholder Votes on the Compensation of the Company’s Named Executive Officers. The Company’s stockholders selected, on an advisory basis, one year as the frequency of future advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
52,117,264	68,816	13,442,422	389,283	14,111,827

In accordance with the recommendation of the Company’s Board of Directors and based on the results of the advisory vote reported above, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, which will be held no later than the 2032 annual meeting of stockholders.

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.


Date: June 25, 2026	ARS PHARMACEUTICALS, INC.

	By:	/s/ Richard Lowenthal
	Name:	Richard Lowenthal, M.S., MSEL
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did ARS Pharmaceuticals (SPRY) stockholders vote on at the 2026 annual meeting?

Stockholders elected three Class III directors, ratified Ernst & Young LLP as independent auditor for 2026, approved executive compensation on an advisory basis, and chose the frequency for future say-on-pay votes. These items address board composition, oversight of financial reporting, and pay practices.

Were ARS Pharmaceuticals (SPRY) director nominees elected at the 2026 annual meeting?

Yes. Three Class III directors were elected to serve until the 2029 annual meeting. Saqib Islam, Phillip Schneider, and Laura Shawver each received more votes “for” than “withheld,” securing their board seats alongside 14,111,827 broker non-votes recorded for each director election proposal.

How did ARS Pharmaceuticals (SPRY) stockholders vote on the 2026 auditor ratification?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 79,465,541 “for,” 102,436 “against,” and 561,635 “abstain,” indicating strong support for retaining the existing audit firm’s oversight of financial statements.

Did ARS Pharmaceuticals (SPRY) stockholders approve executive compensation in 2026?

Yes. In an advisory say-on-pay vote, 57,290,450 shares voted “for” the compensation of named executive officers, 8,104,466 voted “against,” and 622,869 abstained, with 14,111,827 broker non-votes. This indicates majority support for the pay programs described in the company’s April 29, 2026 proxy statement.

What frequency for say-on-pay votes did ARS Pharmaceuticals (SPRY) stockholders choose?

Stockholders selected an annual frequency for future advisory votes on executive compensation. The results were 52,117,264 votes for one year, 68,816 for two years, 13,442,422 for three years, 389,283 abstentions, and 14,111,827 broker non-votes. The company will hold annual say-on-pay votes until at least the 2032 meeting.

How many ARS Pharmaceuticals (SPRY) shares were eligible to vote at the 2026 meeting?

As of the April 27, 2026 record date, 99,300,658 shares of common stock were outstanding and entitled to vote. This figure defines the maximum potential voting power available for director elections, auditor ratification, and advisory compensation and frequency proposals at the 2026 annual meeting.

Filing Exhibits & Attachments

3 documents