STOCK TITAN

[8-K] Xeris Biopharma Holdings, Inc. Reports Material Event

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

Rhea-AI Filing Summary

Xeris Biopharma Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Of 172,625,762 common shares entitled to vote as of April 14, 2026, 128,268,073 were represented, establishing a quorum. Stockholders elected Class II directors Dawn Halkuff and John Johnson by plurality vote.

They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers under the Say‑on‑Pay Vote. No other matters were submitted for stockholder action.

Positive

  • None.

Negative

  • None.
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 entitled to vote 172,625,762 shares Common stock outstanding and entitled to vote as of April 14, 2026
Shares represented at meeting 128,268,073 shares Shares present virtually or by proxy constituting a quorum
Votes for Dawn Halkuff 62,581,577 votes Class II director election at 2026 Annual Meeting
Votes for John Johnson 52,665,077 votes Class II director election at 2026 Annual Meeting
Auditor ratification votes for 125,789,818 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Say-on-Pay votes for 82,230,204 votes Advisory approval of named executive officer compensation
Emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."
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.
Broker Non-Votes financial
"Class II Director Nominee | For | Withhold | 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.
Say-on-Pay Vote financial
"pursuant to the Say-on-Pay Vote"
A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young 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.
Definitive Proxy Statement regulatory
"As described 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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
000186709600018670962026-06-042026-06-04


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 4, 2026

XERIS BIOPHARMA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)
Delaware001-4088087-1082097
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

1375 West Fulton Street, Suite 1300
Chicago, Illinois 60607
(Address of principal executive offices, including zip code)

(844) 445-5704
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareXERSThe 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.
On June 4, 2026, Xeris Biopharma Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 14, 2026, the record date for the Annual Meeting, there were 172,625,762 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, of which 128,268,073 shares were present in person virtually or represented by proxy at the Annual Meeting, constituting a quorum on all matters voted upon. Shares present virtually during the Annual Meeting were considered shares represented in person at the Annual Meeting. The final voting results of the Annual Meeting are as follows:
Proposal One: Election of Directors
As described in the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 23, 2026 (the “Proxy Statement”), the Company’s Board of Directors nominated two individuals to serve as Class II directors until the Company’s 2029 Annual Meeting of Stockholders, or until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal. Each nominee was elected by a plurality vote in accordance with the Company’s Amended and Restated Bylaws, as follows:

Class II Director NomineeForWithholdBroker Non-Votes
Dawn Halkuff62,581,57724,906,16640,780,330
John Johnson52,665,07734,822,66640,780,330

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

ForAgainstAbstainBroker Non-Votes
125,789,8181,032,5301,445,725

Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “Say-on-Pay Vote”). The Company’s stockholders voted as follows to approve such executive compensation for the Company’s named executive officers pursuant to the Say-on-Pay Vote:

ForAgainstAbstainBroker Non-Votes
82,230,2044,658,035599,50440,780,330

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




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.

Date: June 5, 2026Xeris Biopharma Holdings, Inc.
By:/s/ Steven M. Pieper
Name: Steven M. Pieper
Title: Chief Financial Officer





Filing Exhibits & Attachments

4 documents