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  4. [8-K] Tarsus Pharmaceuticals, Inc. Reports Material Event

Tarsus (NASDAQ: TARS) holders back board, pay and auditor

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

Rhea-AI Filing Summary

Tarsus Pharmaceuticals, Inc. held its annual stockholder meeting on June 25, 2026. A total of 38,237,214 shares were represented in person or by proxy, out of 43,023,959 shares of common stock outstanding and entitled to vote as of the record date, establishing a quorum.

Stockholders elected four Class III directors — Wendy Yarno, Andrew Goldberg, Scott Morrison, and David E.I. Pyott — to serve until the 2029 annual meeting, with each nominee receiving substantially more votes for than withheld. Several other directors will continue serving under existing terms.

Stockholders also approved, on an advisory and non‑binding basis, the compensation of the company’s named executive officers, with 34,486,767 votes for and 238,014 against. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 38,219,521 votes for and minimal opposition.

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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.
Shares outstanding 43,023,959 shares Common stock entitled to vote as of April 27, 2026 record date
Shares present at meeting 38,237,214 shares Shares present in person or by proxy at annual meeting, forming quorum
Say-on-pay support 34,486,767 votes for Advisory vote on named executive officer compensation
Auditor ratification support 38,219,521 votes for Ratification of Ernst & Young LLP as 2026 independent registered public accounting firm
Director Wendy Yarno votes 34,398,690 votes for Election as Class III director, with 374,956 votes withheld and 3,463,568 broker non-votes
Director Andrew Goldberg votes 26,733,789 votes for Election as Class III director, with 8,039,857 votes withheld and 3,463,568 broker non-votes
broker non-votes financial
"The number of votes cast for and against or withheld and the number of abstentions and broker non-votes with respect to each matter"
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.
advisory, non-binding basis financial
"The Company’s stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers"
independent registered public accounting firm financial
"the appointment of Ernst & Young 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.
quorum financial
"which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Annual Meeting of Stockholders financial
"held its Annual Meeting of Stockholders (the “Annual Meeting”)"
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Understanding 8-K Material Events →
0001819790FALSE00018197902026-06-252026-06-25

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 25, 2026
_______________
TARSUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware
001-39614
81-4717861
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
17700 Laguna Canyon Road, Floor 4
Irvine, CA 92618
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (949) 418-1801
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareTARS
The Nasdaq Global Market LLC
(Nasdaq Global Select 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 25, 2026, Tarsus Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”).

At the close of business on April 27, 2026, the record date of the Annual Meeting, the Company had 43,023,959 shares of common stock outstanding and entitled to vote. The holders of a total of 38,237,214 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.

The following proposals were submitted to the Company’s stockholders at the Annual Meeting:

1.The election of four nominees as Class III directors to serve until the Company’s 2029 annual meeting of stockholders.

2.An advisory vote to approve, on a non-binding basis, the Company’s named executive officer compensation.

3.The 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.

The number of votes cast for and against or withheld and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

1.        Board of Directors Election Results

The following nominees were elected to serve as Class III directors for a term that will continue until the 2029 annual meeting of stockholders or until their respective successors have been duly elected and qualified. The number of votes cast regarding each nominee were as follows:

Director NameVotes ForVotes WithheldBroker Non-Votes
Wendy Yarno, MBA 34,398,690374,9563,463,568
Andrew Goldberg, M.D. 26,733,7898,039,8573,463,568
Scott Morrison 34,225,471548,1753,463,568
David E.I. Pyott, MBA33,612,9631,160,6833,463,568

The following directors, in addition to Ms. Yarno, Dr. Goldberg, Mr. Morrison, and Mr. Pyott, will continue to serve as members of the Company’s Board of Directors (“Board”) until the expiration of their respective terms or until their respective successors have been duly elected and qualified: Bobak Azamian, M.D., Ph.D., Katherine Goodrich, M.D., MHS, Bhaskar Chaudhuri, Ph.D., and William Link, Ph.D.

2.        Advisory Vote on Named Executive Officer Compensation

The Company’s stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement. The number of votes cast regarding the proposal were as follows:


Votes ForVotes AgainstAbstainBroker Non-Votes
34,486,767238,01448,8653,463,568

3.         Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm

The Company’s stockholders approved the 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. The number of votes cast for and against and the number of abstentions for this proposal were as follows (there were no broker non-votes for this proposal):

Votes ForVotes AgainstAbstain
38,219,5213,65114,042



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.

Tarsus Pharmaceuticals, Inc.
Date: June 29, 2026By:/s/ Bryan Wahl
Bryan Wahl
General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Tarsus Pharmaceuticals (TARS) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing four Class III directors, an advisory say-on-pay resolution for named executive officer compensation, and ratifying Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

Were Tarsus Pharmaceuticals (TARS) director nominees elected at the 2026 annual meeting?

Yes. Four Class III directors were elected to serve until the 2029 annual meeting, each receiving substantially more votes for than withheld, indicating strong support from voting stockholders at the meeting.

How did Tarsus Pharmaceuticals (TARS) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory, non-binding proposal on named executive officer compensation, with 34,486,767 votes for, 238,014 against, 48,865 abstentions, and 3,463,568 broker non-votes recorded on the matter.

Did Tarsus Pharmaceuticals (TARS) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for 2026, with 38,219,521 votes for, 3,651 against, and 14,042 abstentions, and no broker non-votes reported for this proposal.

What level of shareholder participation did Tarsus Pharmaceuticals (TARS) have at its 2026 annual meeting?

Out of 43,023,959 shares of common stock outstanding and entitled to vote on the record date, 38,237,214 shares were present in person or by proxy at the annual meeting, which constituted a quorum for conducting business.

Which other directors remain on the Tarsus Pharmaceuticals (TARS) board after the 2026 meeting?

In addition to the four newly elected Class III directors, Bobak Azamian, Katherine Goodrich, Bhaskar Chaudhuri, and William Link will continue serving on the board until their respective terms expire or successors are elected.

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