[8-K] UNITED GUARDIAN INC Reports Material Event

United-Guardian, Inc. held its 2026 Annual Meeting of Stockholders, where shareholders elected seven directors, including Ken Globus and Donna Vigilante, to serve until the next annual meeting or until successors are elected and qualified.

Rhea-AI Filing Summary

United-Guardian, Inc. held its 2026 Annual Meeting of Stockholders, where shareholders elected seven directors, including Ken Globus and Donna Vigilante, to serve until the next annual meeting or until successors are elected and qualified.

Stockholders approved holding future advisory votes on executive compensation every year, with 2,576,591 votes for that frequency. They also approved executive compensation on a non-binding advisory basis, with 2,562,179 votes in favor. In addition, shareholders ratified the appointment of Grassi & Co., CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 3,566,216 votes for ratification.

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

Annual say-on-pay frequency support: 2,576,591 votes Executive compensation approval: 2,562,179 votes for Auditor ratification support: 3,566,216 votes for +2 more

5 metrics

Annual say-on-pay frequency support 2,576,591 votes Votes for holding advisory executive compensation votes every year

Executive compensation approval 2,562,179 votes for Non-binding advisory vote on executive compensation

Auditor ratification support 3,566,216 votes for Ratification of Grassi & Co., CPAs P.C. for fiscal year ending December 31, 2026

Director vote example – Catherine Kolinski 2,525,859 for / 71,585 against Election to Board of Directors at 2026 Annual Meeting

Broker non-votes on key items 945,034 broker non-votes Reported on director, frequency, and say-on-pay proposals

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"For | Against | Abstained | Broker Non-Votes"

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.

non-binding advisory basis financial

"A proposal to approve executive compensation on a non-binding advisory basis."

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"to ratify the appointment of Grassi & Co., CPAs P.C. 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

"held its 2026 Annual Meeting of Stockholders (the “Meeting”)"

emerging growth company financial

"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 key decisions were made at United-Guardian (UG) 2026 Annual Meeting?

Shareholders elected seven directors, approved annual advisory votes on executive compensation, endorsed the current executive pay program, and ratified Grassi & Co., CPAs P.C. as independent auditor for the fiscal year ending December 31, 2026, based on the disclosed voting results.

How did United-Guardian (UG) stockholders vote on director elections in 2026?

Stockholders elected seven directors, with each nominee receiving more votes for than against. For example, Catherine Kolinski received 2,525,859 votes for and 71,585 against, while Donna Vigilante received 2,319,320 votes for and 365,944 against, plus broker non-votes reported separately.

What frequency of say-on-pay votes did United-Guardian (UG) shareholders choose?

Stockholders approved holding advisory votes on executive compensation every year, with 2,576,591 votes supporting an annual frequency. Alternatives received far fewer votes: 9,558 for every 2 years and 85,899 for every 3 years, with 20,620 abstentions and 945,034 broker non-votes reported.

Did United-Guardian (UG) shareholders approve the 2026 executive compensation proposal?

Yes, shareholders approved executive compensation on a non-binding advisory basis, with 2,562,179 votes for, 115,843 against, and 14,646 abstentions. There were also 945,034 broker non-votes, indicating that some shares did not vote on this specific compensation proposal.

Which audit firm did United-Guardian (UG) shareholders ratify for fiscal 2026?

Shareholders ratified Grassi & Co., CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 3,566,216 votes for, 45,290 votes against, and 26,196 abstentions, reflecting broad support for the auditor selection.

Were there significant broker non-votes at the United-Guardian (UG) 2026 meeting?

Yes, several proposals reported 945,034 broker non-votes, including the election of directors, the say-on-pay frequency vote, and the advisory executive compensation vote. Broker non-votes occur when brokers lack authority to vote uninstructed shares on certain matters.

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

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Accepted by SEC EDGAR 05/15/2026 - 09:00 AM Learn about SEC filing dates

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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 13, 2026

_______________________________

United-Guardian, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-10526	11-1719724
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

230 Marcus Boulevard

Hauppauge, New York 11788

(Address of Principal Executive Offices) (Zip Code)

(631) 273-0900

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

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, $0.10 par value per share	UG	NASDAQ Global 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 May 13, 2026, United-Guardian, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”), the Company’s stockholders voted on the following proposals and the inspector of election certified the vote tabulations indicated below.

The voting results for each of the proposals submitted to a vote of the stockholders of the Company were as follows:

1. The individuals listed below were elected to serve on the Company’s Board of Directors until the next annual meeting of stockholders or until their respective successors are elected and qualified.

	For	Against	Abstained	Broker Non-Votes
Ken Globus	2,300,653	385,055	6,960	945,034
Lawrence F. Maietta	2,269,236	324,776	98,656	945,034
Arthur M. Dresner	2,532,497	61,445	98,726	945,034
Andrew A. Boccone	2,498,527	95,415	98,726	945,034
S. Ari Papoulias	2,503,521	90,421	98,726	945,034
Catherine Kolinski	2,525,859	71,585	95,224	945,034
Donna Vigilante	2,319,320	365,944	7,404	945,034

2. A proposal to approve the frequency of future votes on executive compensation on a non-binding advisory basis. The frequency of “Every year” was approved.

Every year	Every 2 years	Every 3 years	Abstained	Broker Non-Votes
2,576,591	9,558	85,899	20,620	945,034

3. A proposal to approve executive compensation on a non-binding advisory basis. This proposal was approved.

For	Against	Abstained	Broker Non-Votes
2,562,179	115,843	14,646	945,034

4. A proposal to ratify the appointment of Grassi & Co., CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal was approved.

For	Against	Abstained
3,566,216	45,290	26,196

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 thereunto duly authorized.

	UNITED-GUARDIAN, INC.
	By:	/s/ Donna Vigilante
	Name:	Donna Vigilante
	Title:	President

Date: May 15, 2025

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB