Upstream Bio (UPB) investors back board nominees and ratify PwC at 2026 meeting

Rhea-AI Filing Summary

FORM 8-K

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

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did Upstream Bio, Inc. (UPB) stockholders vote on at the 2026 annual meeting?

Were Upstream Bio, Inc. (UPB) director nominees elected at the 2026 annual meeting?

How many Upstream Bio, Inc. (UPB) shares were entitled to vote at the 2026 annual meeting?

Did Upstream Bio, Inc. (UPB) have a quorum at the 2026 annual meeting?

Was PricewaterhouseCoopers LLP ratified as Upstream Bio, Inc. (UPB) auditor for 2026?

What were the vote results for Upstream Bio, Inc. (UPB) director nominee H. Edward Fleming, Jr.?

What were the vote results for Upstream Bio, Inc. (UPB) director nominee Liam Ratcliffe?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Upstream Bio, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected Class II directors H. Edward Fleming, Jr., M.D. and Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A. to serve until the 2029 annual meeting, with each nominee receiving strong majority support.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The meeting had a quorum, with most outstanding shares represented in person or by proxy, and no other matters were submitted for a vote.

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.

Shares outstanding entitled to vote: 54,419,986 shares Shares present or by proxy: 48,100,767 shares Votes for Fleming: 40,715,035 votes +3 more

6 metrics

Shares outstanding entitled to vote 54,419,986 shares Common stock as of April 13, 2026 record date

Shares present or by proxy 48,100,767 shares Represented at 2026 annual meeting, constituting a quorum

Votes for Fleming 40,715,035 votes Election of Class II director H. Edward Fleming, Jr., M.D.

Votes for Ratcliffe 43,812,021 votes Election of Class II director Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A.

Votes for PwC ratification 47,951,313 votes Ratification of PwC as independent registered public accounting firm for 2026

Votes against PwC ratification 143,251 votes Opposed ratifying PwC as independent registered public accounting firm

quorum, broker non-votes, independent registered public accounting firm, record date, +1 more

5 terms

quorum financial

"constituting a quorum for the transaction of business at the Annual Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"3,367,258 | | 4,018,474 Liam Ratcliffe ... | | 270,272 | | 4,018,474"

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

"ratify the appointment of PricewaterhouseCoopers 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.

record date financial

"As of the close of business on April 13, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders on June 9, 2026"

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Understanding 8-K Material Events →

06/10/2026 - 04:05 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 09, 2026

    

UPSTREAM BIO, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-42366	38-4187694
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

890 Winter Street Suite 200
Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip code)

     Registrant’s telephone number, including area code: (781) 208-2466

    

     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, $0.001 par value per share	UPB	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. ☐

Upstream Bio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2026. As of the close of business on April 13, 2026, the record date for the Annual Meeting, there were 54,419,986 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, of which 48,100,767 shares were present virtually or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 16, 2026: (i) to elect each of H. Edward Fleming, Jr., M.D. and Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A. as Class II directors of the Company, each to serve until the Company’s 2029 annual meeting of stockholders and until his respective successor has been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal 1”), and (ii) to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”). The voting results reported below are final.

Proposal 1 - Election of Class II Director Nominees

The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The results of Proposal 1 were as follows:

Proposal 2 - Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of Proposal 2 were as follows:




For	Against	Abstain
47,951,313	143,251	6,203

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURE

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.


			Upstream Bio, Inc.

Date:	June 10, 2026	By:	/s/ E. Rand Sutherland
			E. Rand Sutherland, M.D. Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Stockholders voted on two items: electing Class II directors H. Edward Fleming, Jr. and Liam Ratcliffe, and ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. No other matters were submitted for a vote.

Yes. Both Class II director nominees, H. Edward Fleming, Jr., M.D. and Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A., were elected with majority support. Each will serve until the 2029 annual meeting and until a successor is duly elected and qualified or earlier death, resignation, or removal.

There were 54,419,986 shares of common stock outstanding and entitled to vote as of the April 13, 2026 record date. This entire amount represented the voting power eligible to participate in the 2026 annual meeting decisions disclosed.

Yes. A total of 48,100,767 shares were present virtually or represented by proxy, establishing a quorum. This level of participation allowed the company to validly conduct business and finalize stockholder votes on directors and the auditor ratification.

Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received substantially more votes for than against or abstaining, confirming stockholder approval.

H. Edward Fleming, Jr., M.D. received 40,715,035 votes for election, 3,367,258 votes withheld, and 4,018,474 broker non-votes. This support level was sufficient for election as a Class II director to serve until the 2029 annual meeting.

Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A. received 43,812,021 votes for election, 270,272 votes withheld, and 4,018,474 broker non-votes. This strong for vote total ensured his election as a Class II director with a term extending to the 2029 annual meeting.

Class II Director Nominee

Broker
Non-Votes

H. Edward Fleming, Jr., M.D.

Liam Ratcliffe, M.B.Ch.B., Ph.D., M.B.A.

1 document