Treace Medical (TMCI) shareholders elect directors and ratify auditor at 2026 meeting

Rhea-AI Filing Summary

Treace Medical Concepts, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected Class II directors Lance A. Berry, Elizabeth S. Hanna, and Jane E. Kiernan to three-year terms expiring at the 2029 annual meeting.

Stockholders also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, and ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Votes for Lance A. Berry: 33,804,407 votes Votes for Elizabeth S. Hanna: 30,856,965 votes Votes for Jane E. Kiernan: 33,587,226 votes +4 more

7 metrics

Votes for Lance A. Berry 33,804,407 votes Election as Class II director at 2026 annual meeting

Votes for Elizabeth S. Hanna 30,856,965 votes Election as Class II director at 2026 annual meeting

Votes for Jane E. Kiernan 33,587,226 votes Election as Class II director at 2026 annual meeting

Say-on-pay votes for 32,785,505 votes Advisory approval of executive compensation

Say-on-pay votes against 1,724,383 votes Advisory approval of executive compensation

Auditor ratification votes for 47,885,305 votes Ratification of Grant Thornton LLP for fiscal 2026

Auditor ratification votes against 120,733 votes Ratification of Grant Thornton LLP for fiscal 2026

Key Terms

broker non-vote, advisory, non-binding basis, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

broker non-vote financial

"Broker Non-Vote 13,516,432"

advisory, non-binding basis financial

"approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers"

independent registered public accounting firm financial

"ratified the appointment of Grant Thornton 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.

Annual Meeting of Stockholders financial

"At the 2026 Annual Meeting of Stockholders (the "Meeting") of Treace Medical Concepts, Inc."

Understanding 8-K Material Events →

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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 19, 2026

TREACE MEDICAL CONCEPTS, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40355		47-1052611
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

100 Palmetto Park Place

Ponte Vedra, Florida 32081

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (904) 373-5940

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 per share		TMCI		The 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.

At the 2026 Annual Meeting of Stockholders (the "Meeting") of Treace Medical Concepts, Inc. (the "Company") held on May 19, 2026, the stockholders of the Company voted on the following proposals, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2026. The results of voting on the three proposals, including final voting tabulations, are set forth below.

Proposal 1: Election of Directors.

The stockholders elected, by the votes indicated below, the following nominees to the Company’s Board of Directors to serve as Class II directors for a three-year term of office expiring at the 2029 annual meeting of stockholders or until their respective successors have been duly elected and qualified:

Name		For		Withheld		Broker Non-Vote
Lance A. Berry		33,804,407		820,723		13,516,432
Elizabeth S. Hanna		30,856,965		3,768,165		13,516,432
Jane E. Kiernan		33,587,226		1,037,904		13,516,432

Proposal 2: Advisory Vote on Executive Compensation.

By the vote stated below, the stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers:

For		Against		Abstain		Broker Non-Vote
32,785,505		1,724,383		115,242		13,516,432

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm.

By the vote stated below, the stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For		Against		Abstain		Broker Non-Vote
47,885,305		120,733		135,524		0

Item 9.01	Financial Statements and Exhibits.
Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

				TREACE MEDICAL CONCEPTS, INC.
Date: May 20, 2026				By:		/s/ Mark L. Hair
						Mark L. Hair
						Chief Financial Officer

FAQ

What did Treace Medical Concepts (TMCI) shareholders approve at the 2026 annual meeting?

Shareholders approved three key items: election of three Class II directors, an advisory vote supporting executive compensation, and ratification of Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026. All proposals received strong majority support.

Which directors were elected at Treace Medical Concepts’ 2026 annual meeting?

Shareholders elected Lance A. Berry, Elizabeth S. Hanna, and Jane E. Kiernan as Class II directors. Each will serve a three-year term, expiring at the 2029 annual meeting, or until a successor is duly elected and qualified under the company’s governance framework.

How did Treace Medical Concepts (TMCI) shareholders vote on executive compensation?

Shareholders approved the compensation of the named executive officers on an advisory, non-binding basis, with 32,785,505 votes for, 1,724,383 against, and 115,242 abstentions. There were also 13,516,432 broker non-votes recorded on this say-on-pay proposal.

Which auditing firm did Treace Medical Concepts shareholders ratify for 2026?

Shareholders ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 47,885,305 for, 120,733 against, and 135,524 abstentions, with no broker non-votes reported on this proposal.

What were the broker non-votes reported at the TMCI 2026 annual meeting?

Broker non-votes totaled 13,516,432 on the director elections and the advisory executive compensation proposal, but none on the auditor ratification. Broker non-votes typically arise when beneficial owners do not provide voting instructions on certain matters.

Filing Exhibits & Attachments

1 document

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