Surrozen (SRZN) investors approve directors, auditor and annual say-on-pay

Rhea-AI Filing Summary

Surrozen, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Of 11,486,707 shares entitled to vote as of March 18, 2026, 7,744,669 were represented in person or by proxy. Stockholders elected Mace Rothenberg, M.D., and David J. Woodhouse, Ph.D., as Class II directors until the 2029 Annual Meeting, subject to earlier departure. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. On an advisory basis, stockholders approved the compensation of the named executive officers and chose to hold future advisory votes on executive compensation every year.

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: 11,486,707 shares Shares represented: 7,744,669 shares Votes for Rothenberg: 5,982,651 shares +4 more

7 metrics

Shares entitled to vote 11,486,707 shares Common stock entitled to vote as of March 18, 2026

Shares represented 7,744,669 shares Shares represented in person or by proxy at 2026 meeting

Votes for Rothenberg 5,982,651 shares For election of Mace Rothenberg, M.D., as Class II director

Votes for Woodhouse 7,087,293 shares For election of David J. Woodhouse, Ph.D., as Class II director

Auditor ratification for votes 7,744,358 shares For ratifying Ernst & Young LLP as 2026 auditor

Say-on-pay for votes 6,312,815 shares For advisory approval of executive compensation

Annual frequency votes 7,068,763 shares For holding say-on-pay vote every 1 year

Key Terms

broker non-votes, emerging growth company, advisory vote, named executive officers

4 terms

broker non-votes financial

"The votes cast for or withheld for each director nominee, and the number of broker non-votes, were as follows"

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 to a Vote of Security Holders."

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

"the advisory vote on the preferred frequency of the 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 pursuant to Item 402 of Regulation S-K"

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.

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Understanding 8-K Material Events →

0001824893falseSurrozen, Inc./DENONENONE0001824893srzn:RedeemableWarrantMember2026-05-132026-05-130001824893us-gaap:CommonStockMember2026-05-132026-05-1300018248932026-05-132026-05-13

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): May 13, 2026

Surrozen, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39635	30-1374889
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
171 Oyster Point Blvd Suite 400
South San Francisco, California				94080
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 489-9000

(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SRZN		The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one-fifteenth of a share of Common Stock		SRZNW		The Nasdaq Capital 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 ☐

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 May 13, 2026, Surrozen, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (“Annual Meeting”). A total of 11,486,707 shares of the Company’s common stock were entitled to vote as of March 18, 2026, the record date for the Annual Meeting, of which 7,744,669 shares were represented in person or by proxy at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.

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

1.the election of two nominees, each to serve as a Class II director of the Company until the 2029 Annual Meeting of Stockholders or until the election and qualification of his or her successor, subject to his or her earlier death, resignation or removal; and

2.the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

3.the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

4.the advisory vote on the preferred frequency of the advisory vote on the compensation of the Company’s named executive officers.

The results of each of the above proposals are discussed further below.

Proposal 1 – Election of Directors

The votes cast for or withheld for each director nominee, and the number of broker non-votes, were as follows:

Director Nominee		For		Withheld		Broker Non-Votes
Mace Rothenberg, M.D.		5,982,651		1,107,751		654,267
David J. Woodhouse, Ph.D.		7,087,293		3,109		654,267

Accordingly, the two nominees listed above were each elected to serve as a Class II director of the Company until the 2029 Annual Meeting of Stockholders or until the election and qualification of his or her successor, subject to his or her earlier death, resignation or removal.

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The voting results with respect to the proposal to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026 were as follows:

For		Against		Abstain
7,744,358		284		27

Accordingly, the Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Proposal 3 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K compensation tables and narrative discussions, by the following votes:

For		Against		Abstain		Broker Non-Votes
6,312,815		776,738		849		654,267

Proposal 4 – Advisory Vote on the Preferred Frequency of Advisory Approval of Executive Compensation

The Company’s stockholders approved, on an advisory basis, the frequency of holding an advisory vote on the compensation of the Company’s named executive officers, by the following votes:

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
7,068,763		0		21,636		3		654,267

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 vote on the compensation of the Company’s named executive officers.

No other matters were submitted to a vote of the stockholders at the Annual Meeting.

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.

			SURROZEN, INC.
Date:	May 14, 2026	By:	/s/ Charles Williams
			Name: Charles Williams Title: Chief Operating Officer and Corporate Secretary

FAQ

What did Surrozen (SRZN) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing two Class II directors, ratifying Ernst & Young LLP as auditor for 2026, approving executive compensation, and selecting the preferred frequency for future advisory votes on executive pay.

Who was elected to Surrozen (SRZN) board of directors at the 2026 meeting?

Mace Rothenberg, M.D., and David J. Woodhouse, Ph.D., were elected as Class II directors. Each will serve until the 2029 Annual Meeting or until a successor is elected and qualified, subject to earlier departure.

How many Surrozen (SRZN) shares were represented at the 2026 Annual Meeting?

A total of 11,486,707 shares were entitled to vote as of March 18, 2026. Of these, 7,744,669 shares were represented in person or by proxy at the 2026 Annual Meeting of Stockholders.

Did Surrozen (SRZN) stockholders approve executive compensation in 2026?

Yes. On an advisory basis, 6,312,815 shares voted for Surrozen’s named executive officer compensation, 776,738 voted against, 849 abstained, and there were 654,267 broker non-votes at the 2026 Annual Meeting.

What auditor did Surrozen (SRZN) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Surrozen’s independent registered public accounting firm. The vote totaled 7,744,358 shares for, 284 against, and 27 abstentions for the year ending December 31, 2026.

How often will Surrozen (SRZN) hold say-on-pay votes going forward?

Stockholders supported holding advisory votes on executive compensation every year, with 7,068,763 shares voting for one year, 21,636 for three years, 3 abstentions, and 654,267 broker non-votes. The company chose an annual frequency.

Filing Exhibits & Attachments

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