Tactile Systems (NASDAQ: TCMD) holders re-elect board and approve charter change

Rhea-AI Filing Summary

Tactile Systems Technology, Inc. held its 2026 annual meeting on May 6, 2026, where stockholders elected all nine director nominees for terms running until the 2027 annual meeting. Each nominee received over 15.3 million votes in favor, with relatively few votes withheld and 3,011,527 broker non-votes for each.

Stockholders also ratified the selection of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, with 18,499,882 votes for and 126,747 against. In an advisory vote, stockholders approved executive compensation, and they approved an amendment to the Amended and Restated Certificate of Incorporation so directors may be removed in a manner consistent with Delaware law.

Insights

Corporate governance analyst

Shareholders backed the board, auditor, pay program, and a governance-focused charter change.

All nine directors of Tactile Systems Technology, Inc. were re-elected with strong support, as each nominee received more than 15.3 million votes in favor and only modest withhold levels, while over 3 million broker non-votes reflected non-voting street-held shares.

Stockholders ratified Grant Thornton LLP as the independent registered public accounting firm for the 2026 fiscal year by a wide margin, suggesting comfort with the company’s audit oversight. An advisory vote also supported compensation for named executive officers, indicating general alignment between pay practices and shareholder preferences.

Importantly, stockholders approved an amendment to the Amended and Restated Certificate of Incorporation so directors may be removed in a manner consistent with Delaware law, aligning removal provisions more closely with the governing state statute. This change modestly updates the company’s governance framework without introducing new financial obligations.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Director votes example: 15,753,768 votes for Auditor ratification: 18,499,882 votes for Say-on-pay support: 15,375,172 votes for +1 more

4 metrics

Director votes example 15,753,768 votes for Election of director Laura G. King at 2026 annual meeting

Auditor ratification 18,499,882 votes for Ratification of Grant Thornton LLP for year ending December 31, 2026

Say-on-pay support 15,375,172 votes for Advisory approval of named executive officer compensation

Charter amendment approval 14,870,767 votes for Amendment to allow director removal consistent with Delaware law

Key Terms

broker non-votes, Amended and Restated Certificate of Incorporation, independent registered public accounting firm, named executive officers, +1 more

5 terms

broker non-votes financial

"The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee"

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.

Amended and Restated Certificate of Incorporation regulatory

"approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide that directors may be removed"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

independent registered public accounting firm financial

"Grant Thornton LLP as the Company’s independent registered public accounting firm for the 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.

named executive officers financial

"the compensation of the Company’s named executive officers by voting as follows"

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.

advisory basis regulatory

"The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

Understanding 8-K Material Events →

false --12-31 0001027838 TACTILE SYSTEMS TECHNOLOGY INC 0001027838 2026-05-06 2026-05-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 6, 2026

TACTILE SYSTEMS TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37799		41-1801204
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation)		File Number)		Identification No.)

3701 Wayzata Blvd, Suite 300, Minneapolis, MN 55416

(Address of principal executive offices) (Zip Code)

(612) 355-5100

(Registrant’s telephone number, including area code)

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, Par Value $0.001 Per Share	TCMD	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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As further described below in Item 5.07 of this Current Report on Form 8-K, on May 6, 2026, at the Annual Meeting of Stockholders of Tactile Systems Technology, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide that directors may be removed in a manner consistent with Delaware law. On May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

A description of the Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2026 (the “Proxy Statement”) in the section entitled “Proposal 4 – Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Provide that Directors May Be Removed in a Manner Consistent with Delaware Law.” The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation, as amended by the Amendment, is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

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

On May 6, 2026, the Company held its 2026 Annual Meeting of Stockholders and the Company’s stockholders voted on the following matters:

Election of Directors

The following nominees were elected to serve as directors for a term that will last until the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:

Name		Votes For		Votes Withheld		Broker Non-Votes
William W. Burke		15,377,180		434,882		3,011,527
Valerie L. Asbury		15,637,841		174,221		3,011,527
Sheri L. Dodd		15,564,050		248,012		3,011,527
Raymond O. Huggenberger		15,585,716		226,346		3,011,527
Laura G. King		15,753,768		58,294		3,011,527
Andrea A. Pearson		15,753,524		58,538		3,011,527
D. Brent Shafer		15,706,769		105,293		3,011,527
Carmen B. Volkart		15,749,989		62,073		3,011,527
B. Vindell Washington		15,477,784		334,278		3,011,527

Ratification of the Selection of Grant Thornton LLP as the Company’s Independent Auditor for 2026

The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by voting as follows:

For		Against		Abstain		Broker Non-Votes
18,499,882		126,747		196,960		N/A

Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:

For		Against		Abstain		Broker Non-Votes
15,375,172		376,801		60,089		3,011,527

Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation

The Company’s stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide that directors may be removed in a manner consistent with Delaware law by voting as follows:

For		Against		Abstain		Broker Non-Votes
14,870,767		934,687		6,608		3,011,527

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated May 6, 2026
3.2		Amended and Restated Certificate of Incorporation, conformed version reflecting all amendments through May 6, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	TACTILE SYSTEMS TECHNOLOGY, INC.
Date: May 7, 2026	By:	/s/ Elaine M. Birkemeyer
		Elaine M. Birkemeyer
		Chief Financial Officer

FAQ

What did Tactile Systems Technology (TCMD) shareholders approve at the 2026 annual meeting?

Shareholders re-elected nine directors, ratified Grant Thornton LLP as independent auditor for 2026, approved on an advisory basis executive compensation, and passed a charter amendment allowing director removal in a manner consistent with Delaware law, reflecting broad support for the company’s governance framework.

How did Tactile Systems Technology (TCMD) shareholders vote on director elections?

Each of the nine director nominees received more than 15.3 million votes in favor, with relatively few votes withheld and 3,011,527 broker non-votes per nominee, indicating strong shareholder support for the existing board composition heading into the next annual meeting cycle.

What was the auditor ratification result for Tactile Systems Technology (TCMD) in 2026?

Stockholders ratified Grant Thornton LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 18,499,882 votes for, 126,747 against, and 196,960 abstaining, confirming Grant Thornton’s continued role in auditing the company’s financial statements.

How did Tactile Systems Technology (TCMD) shareholders vote on executive compensation?

In an advisory say-on-pay vote, shareholders approved compensation for the company’s named executive officers, with 15,375,172 votes for, 376,801 against, 60,089 abstentions, and 3,011,527 broker non-votes, signaling general shareholder acceptance of the current executive pay structure.

What charter amendment did Tactile Systems Technology (TCMD) shareholders approve?

Shareholders approved an amendment to the Amended and Restated Certificate of Incorporation that provides directors may be removed in a manner consistent with Delaware law, with 14,870,767 votes for, 934,687 against, 6,608 abstentions, and 3,011,527 broker non-votes supporting this governance change.

When did Tactile Systems Technology (TCMD) file the charter amendment related to director removal?

On May 6, 2026, the company filed a Certificate of Amendment with the Secretary of State of Delaware to implement the change allowing directors to be removed in a manner consistent with Delaware law, following shareholder approval at the 2026 annual meeting.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 7.0 KB
• EX-3.2 EXHIBIT 3.2 30.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB