Shareholders at X4 Pharmaceuticals (NASDAQ: XFOR) approve equity plan

Rhea-AI Filing Summary

X4 Pharmaceuticals, Inc. reported results of its annual stockholder meeting. Stockholders approved the Second Amended and Restated 2017 Equity Incentive Plan, adding 1,500,000 shares to the pool available for equity awards. As of March 13, 2026, there were 90,919,696 common shares outstanding and entitled to vote.

Three Class III directors—Gary J. Bridger, Ph.D., Françoise De Craecker, and Michael S. Wyzga—were elected to serve until the 2029 annual meeting. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026 and approved, on a non-binding basis, the compensation of the named executive officers.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Shares outstanding: 90,919,696 shares Equity plan increase: 1,500,000 shares Auditor ratification votes: 82,734,674 for / 68,992 against / 43,841 abstain +3 more

6 metrics

Shares outstanding 90,919,696 shares Common stock outstanding and entitled to vote as of March 13, 2026

Equity plan increase 1,500,000 shares Additional shares available under Second Amended and Restated 2017 Equity Incentive Plan

Auditor ratification votes 82,734,674 for / 68,992 against / 43,841 abstain Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Equity plan approval votes 58,679,552 for / 17,684,140 against / 9,711 abstain Approval of Second Amended and Restated 2017 Equity Incentive Plan

Say-on-pay votes 70,932,142 for / 5,420,569 against / 20,692 abstain Advisory approval of named executive officer compensation

Director vote example 73,419,383 for / 2,954,020 withheld Election of director nominee Françoise De Craecker; 6,474,104 broker non-votes

Key Terms

Second Amended and Restated 2017 Equity Incentive Plan, broker non-votes, independent registered public accounting firm, non-binding, advisory basis, +1 more

5 terms

Second Amended and Restated 2017 Equity Incentive Plan financial

"stockholders approved the Company’s Second Amended and Restated 2017 Equity Incentive Plan"

broker non-votes financial

"The votes cast were as follows ... Broker non-votes 6,474,104"

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 regulatory

"selection 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.

non-binding, advisory basis regulatory

"Approval, on a non-binding, advisory basis of the compensation of the Company’s named executive officers"

say-on-pay financial

"approved, by a non-binding “say-on-pay” vote, the compensation of the Company’s named executive officers"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Understanding 8-K Material Events →

0001501697FALSE00015016972026-05-112026-05-11

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): May 11, 2026

X4 PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38295

27-3181608

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

61 North Beacon Street,			4th Floor
Boston,			Massachusetts						02134
(Address of principal executive offices)									(Zip Code)

(857) 529-8300

(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, par value $0.001 per share

XFOR

The Nasdaq Stock Market LLC

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.  ☐

On May 11, 2026, X4 Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at 12:00 p.m. Eastern Time for which a quorum was present. As of the close of business on March 13, 2026, the record date for the Annual Meeting, there were 90,919,696 shares of common stock, par value $0.001 per share, outstanding and entitled to vote.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting, the Company’s stockholders approved the Company’s Second Amended and Restated 2017 Equity Incentive Plan (as so amended, the “Plan”) to increase the number of shares available for issuance under the Plan by 1,500,000 shares.

For additional information regarding the Plan, please refer to the heading “Material Features of the A&R 2017 Plan” contained in Proposal 3 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.

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

The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Proxy Statement.

Proposal 1.			Election of the three Class III director nominees to serve until the 2029 Annual Meeting of Stockholders
			The Company’s stockholders elected the persons listed below as director, to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified or until their earlier death, resignation of removal. The votes cast were as follows:

Nominees						For						Withheld						Broker non-votes
Gary J. Bridger, Ph.D.						72,863,269						3,510,134						6,474,104
Françoise De Craecker						73,419,383						2,954,020						6,474,104
Michael S. Wyzga						71,679,834						4,693,569						6,474,104

Proposal 2.			Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026
			The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast were as follows:

FOR						ABSTAIN						AGAINST						BROKER NON-VOTES
82,734,674						43,841						68,992						—

Proposal 3.			Approval of the Second Amended and Restated 2017 Equity Incentive Plan
			The Company’s stockholders approved the Second Amended and Restated 20217 Equity Incentive Plan. The votes cast were as follows:

FOR						ABSTAIN						AGAINST						BROKER NON-VOTES
58,679,552						9,711						17,684,140						6,474,104

Proposal 4.			Approval, on a non-binding, advisory basis of the compensation of the Company’s named executive officers
			The Company’s stockholders approved, by a non-binding “say-on-pay” vote, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement relating to the Annual Meeting. The votes cast were as follows:

FOR						ABSTAIN						AGAINST						BROKER NON-VOTES
70,932,142						20,692						5,420,569						6,474,104

Item 9.01						Financial Statements and Exhibits.
Exhibit No.						Description
10.1						Second Amended and Restated 2017 Equity Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

X4 PHARMACEUTICALS, INC.

Date: May 12, 2026

By:

/s/ David H. Kirske

Name:

David H. Kirske

Title:

Chief Financial Officer

FAQ

What did X4 Pharmaceuticals (XFOR) stockholders approve at the 2026 annual meeting?

Stockholders approved all proposals, including three Class III directors, the Second Amended and Restated 2017 Equity Incentive Plan, ratification of PricewaterhouseCoopers LLP as auditor, and a non-binding say-on-pay vote for executive compensation.

How many additional shares were added to X4 Pharmaceuticals’ 2017 Equity Incentive Plan?

The Second Amended and Restated 2017 Equity Incentive Plan increased the shares available for issuance by 1,500,000. These shares support future equity awards used for employee, director, and other service provider incentives under the existing plan framework.

How many X4 Pharmaceuticals shares were entitled to vote at the 2026 annual meeting?

As of March 13, 2026, X4 Pharmaceuticals had 90,919,696 shares of common stock outstanding and entitled to vote at the annual meeting, establishing the eligible voting base for all proposals presented to stockholders.

Who was elected to X4 Pharmaceuticals’ board of directors in 2026?

Stockholders elected three Class III directors: Gary J. Bridger, Ph.D., Françoise De Craecker, and Michael S. Wyzga, each to serve until the 2029 annual meeting and until a successor is duly elected and qualified.

Which auditor did X4 Pharmaceuticals stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, following selection by the Audit Committee of the Board of Directors.

Did X4 Pharmaceuticals stockholders approve executive compensation in the 2026 say-on-pay vote?

Yes. Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the definitive proxy statement relating to the annual meeting, confirming support for the existing pay program.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 110.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB