TG Therapeutics 2026 meeting: pay vote fails

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.

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

Corporate governance analyst

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.

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 represented at meeting: 113,003,414 shares Shares outstanding: 153,093,879 shares Say-on-pay votes for: 31,905,837 votes +4 more

7 metrics

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

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, definitive proxy statement, +1 more

5 terms

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:32 PM Learn about SEC filing dates

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

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB