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  4. [8-K] TG THERAPEUTICS, INC. Reports Material Event

Shareholders at TG Therapeutics (NASDAQ: TGTX) reject 2026 executive pay

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

Rhea-AI Filing Summary

TG Therapeutics, Inc. reported results from its 2026 Annual Meeting, where stockholders representing 113,003,414 shares, or 73.81% of the 153,093,879 outstanding shares, were present, constituting a quorum. Six directors were elected, KPMG LLP was ratified as independent auditor, but the advisory vote on executive compensation was not approved, with 31,905,837 votes for and 48,858,169 against.

Positive

  • None.

Negative

  • Advisory say-on-pay vote failed, with 31,905,837 votes for and 48,858,169 against, indicating significant shareholder opposition to the compensation of named executive officers.

Insights

Shareholders re-elected directors and auditor but rejected 2026 executive pay.

The meeting shows generally strong support for the board slate and for retaining KPMG LLP as independent registered public accounting firm, given over 112 million votes cast in favor of ratification and relatively few votes against or abstentions.

The failed advisory say-on-pay vote, with 31,905,837 votes for and 48,858,169 against, signals a meaningful level of shareholder dissatisfaction with current named executive officer compensation. While advisory and non-binding, such outcomes typically prompt boards to review pay structure and shareholder engagement.

Director support varied, with some nominees like Sagar Lonial, MD receiving lower backing at 54.85% of votes cast versus others above 80%. This variation, together with the negative say-on-pay outcome, highlights compensation and certain governance issues as areas likely to receive attention in future proxy materials.

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 represented at meeting 113,003,414 shares 73.81% of 153,093,879 outstanding shares present
Shares outstanding 153,093,879 shares Outstanding as of 2026 Annual Meeting record used for quorum
Say-on-pay votes for 31,905,837 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 48,858,169 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 112,329,330 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026
Director Weiss votes for 72,172,630 votes Election to serve until 2027 annual meeting, 88.63% of votes cast
Director Lonial votes for 44,666,544 votes Election to serve until 2027 annual meeting, 54.85% of votes cast
broker non-votes financial
"Broker Non-Votes 31,570,505"
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
"ratification of KPMG 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
"The advisory vote to approve 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.
definitive proxy statement regulatory
"described in detail in the Company’s definitive proxy statement on Schedule 14A"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
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.
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Understanding 8-K Material Events →
false 0001001316 0001001316 2026-06-11 2026-06-11
 
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 11, 2026
 
TG Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
001-32639
36-3898269
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
of Incorporation)
    
 
3020 Carrington Mill Blvd, Suite 475
Morrisville, North Carolina 27560
(Address of Principal Executive Offices)
 
(212) 554-4484
(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-2b 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 filed pursuant to Section 12(b) of the Act:
 
Title of Class
Trading Symbol(s)
Exchange Name
Common Stock
TGTX
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 Thursday, June 11, 2026, at 9:30 a.m. Eastern Time, by means of an online meeting platform, TG Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting. Stockholders representing 113,003,414, or 73.81%, of the 153,093,879 outstanding shares were present in person or by proxy, constituting a quorum under applicable law. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “SEC”). Each of the proposals below are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting, filed with the SEC on April 30, 2026. At the 2026 Annual Meeting, all of the proposals were approved except for proposal 3.
 
The results are as follows:
 
Proposal 1
 
The votes with respect to the election of the six directors to hold office until the 2027 annual meeting were as follows:
Director
Votes For
% Voted For
Votes Withheld
% Voted Withheld
Broker Non-Votes
Michael S. Weiss
72,172,630
88.63%
9,260,279
11.37%
31,570,505
Laurence N. Charney
68,135,448
83.67%
13,297,461
16.33%
31,570,505
Yann Echelard
64,110,661
78.73%
17,322,248
21.27%
31,570,505
Kenneth Hoberman
53,354,717
65.52%
28,078,192
34.48%
31,570,505
Daniel Hume
63,979,535
78.57%
17,453,374
21.43%
31,570,505
Sagar Lonial, MD
44,666,544
54.85%
36,766,365
45.15%
31,570,505
 
 
Proposal 2
 
The vote with respect to the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was as follows:
 
Total Votes For
Total Votes Against
Abstentions
Broker Non-Votes
112,329,330
531,758
142,326
--
 
 
Proposal 3
 
The advisory vote to approve the compensation of the Company’s named executive officers was as follows:
 
Total Votes For
Total Votes Against
Abstentions
Broker Non-Votes
31,905,837
48,858,169
668,903
31,570,505
 
 
 
 
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.
 
 
 
 TG THERAPEUTICS, INC.
 
  (Registrant)  
 
 
 
 
 
 
 
 
Date: June 12, 2026
By:
/s/ Sean A. Power
 
  Name: Sean A. Power  
  Title: Chief Financial Officer  
 
 
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at TG Therapeutics (TGTX) 2026 Annual Meeting?

TG Therapeutics reached a strong quorum, with 113,003,414 shares represented, or 73.81% of the 153,093,879 outstanding shares. This level of participation allowed all proposals on the agenda to be validly considered and voted upon at the 2026 Annual Meeting.

Which directors were elected at TG Therapeutics (TGTX) 2026 Annual Meeting?

Six directors were elected to serve until the 2027 meeting: Michael S. Weiss, Laurence N. Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, and Sagar Lonial, MD. Support levels varied, with vote percentages for nominees ranging from 54.85% to 88.63% of votes cast.

Did TG Therapeutics (TGTX) shareholders approve the 2026 say-on-pay proposal?

No, the advisory say-on-pay proposal was not approved. The compensation of named executive officers received 31,905,837 votes for and 48,858,169 votes against, with 668,903 abstentions and 31,570,505 broker non-votes, indicating notable shareholder opposition to the current pay program.

Was KPMG LLP ratified as TG Therapeutics (TGTX) auditor for 2026?

Yes, shareholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 112,329,330 votes for, 531,758 votes against, and 142,326 abstentions, reflecting very strong support for retaining the auditor.

How did TG Therapeutics (TGTX) shareholders vote on director Michael S. Weiss?

Director Michael S. Weiss received strong support, with 72,172,630 votes for and 9,260,279 votes withheld, equivalent to 88.63% for and 11.37% withheld, plus 31,570,505 broker non-votes. This result indicates shareholders largely backed his continued service on the board.

Filing Exhibits & Attachments

4 documents

Other Documents