Sutro Biopharma (NASDAQ: STRO) reports 2026 annual meeting results

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What did Sutro Biopharma (STRO) disclose in its latest 8-K?

Which directors were elected at Sutro Biopharma (STRO)’s 2026 annual meeting?

How many shares supported Sutro Biopharma (STRO)’s strongest-backed proposal?

What were the vote totals on Sutro Biopharma (STRO)’s third proposal?

Did broker non-votes affect Sutro Biopharma (STRO)’s director elections?

Who signed Sutro Biopharma (STRO)’s 8-K reporting the vote results?

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8-K

Sutro Biopharma, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 5, 2026. Stockholders elected directors Jane Chung, Connie Matsui, and James Panek, each receiving more votes “for” than “withheld,” with broker non-votes also recorded.

Stockholders also approved two additional proposals, with one receiving 13,893,289 shares voted for, 501 against, and 5,883 abstaining, and another receiving 11,329,946 shares for, 22,412 against, 6,452 abstentions, and 2,540,863 broker non-votes.

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.

Votes for Jane Chung: 11,355,214 shares Votes withheld Jane Chung: 3,596 shares Votes for proposal with highest support: 13,893,289 shares +2 more

5 metrics

Votes for Jane Chung 11,355,214 shares Director election at 2026 Annual Meeting

Votes withheld Jane Chung 3,596 shares Director election at 2026 Annual Meeting

Votes for proposal with highest support 13,893,289 shares Proposal receiving 501 against and 5,883 abstaining

Votes for third proposal 11,329,946 shares Proposal with 22,412 against, 6,452 abstentions

Broker non-votes on directors 2,540,863 shares Applies to each director nominee

Annual Meeting of Stockholders, Broker Non-Votes, Emerging growth company, Submission of Matters to a Vote of Security Holders, +1 more

5 terms

Annual Meeting of Stockholders financial

"the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Broker Non-Votes financial

"Broker Non-Votes 2,540,863"

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"

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.

Submission of Matters to a Vote of Security Holders regulatory

"Item 5.07. Submission of Matters to a Vote of Security Holders."

Common Stock, $0.001 par value financial

"Common Stock, $0.001 par value | | STRO | | The Nasdaq Global Market"

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Understanding 8-K Material Events →

06/08/2026 - 04:01 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

Date of Report (Date of earliest event reported): June 5, 2026

SUTRO BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38662

47-0926186

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

111 Oyster Point Blvd,

South San Francisco, California, 94080

(Address of principal executive offices) (Zip Code)

(650) 881-6500

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	STRO	The 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 ☐

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 5, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and the following proposals were adopted:

Election of three Class II directors, identified in the table below, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal:


Nominees	Shares For		Shares Withheld		Broker Non-Votes
Jane Chung		11,355,214		3,596		2,540,863
Connie Matsui		9,734,802		1,624,008		2,540,863
James Panek		9,706,422		1,652,388		2,540,863

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For

Against

Abstaining

13,893,289

501

5,883

Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting:

For

Against

Abstaining

Broker

Non-Votes

11,329,946

22,412

6,452

2,540,863

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.

Source: View Original Filing on SEC EDGAR

Sutro Biopharma disclosed voting results from its 2026 Annual Meeting of Stockholders. Shareholders elected three directors and approved two additional proposals based on share counts cast for, against, abstaining, and broker non-votes reported in the filing.

Shareholders elected Jane Chung, Connie Matsui, and James Panek as directors. Each nominee received more shares voted “for” than “withheld,” with millions of shares supporting their elections alongside recorded broker non-votes on the director proposals.

One proposal received 13,893,289 shares voted for, with only 501 shares against and 5,883 abstaining. These results indicate very strong shareholder support for that specific matter presented at the 2026 Annual Meeting of Stockholders.

A separate proposal received 11,329,946 shares for, 22,412 shares against, and 6,452 abstentions, along with 2,540,863 broker non-votes. The number of votes for exceeded votes against, so the proposal was adopted at the meeting.

Yes, broker non-votes were reported on director elections, including 2,540,863 broker non-votes for each nominee. However, each director still received more votes “for” than “withheld,” so the broker non-votes did not prevent their election.

The 8-K was signed on behalf of Sutro Biopharma by Greg Chow, the company’s Chief Financial Officer. His signature confirms the company’s authorization of the filing summarizing the 2026 Annual Meeting of Stockholders voting outcomes.

Sutro Biopharma, Inc.

Date: June 8, 2026

/s/ Greg Chow

Chief Financial Officer

3 documents