Zomedica (ZOMDF) holders back board, auditor but reject executive pay plan

Rhea-AI Filing Summary

Zomedica Corp. reported the results of its June 10, 2026 annual shareholder meeting. Shareholders elected eight directors to one-year terms and ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2026.

Shareholders approved an amendment to the company’s By-Laws regarding quorum requirements for adjourned shareholder meetings, with 123,410,315 votes for and 105,771,772 against. However, the non-binding advisory vote on executive compensation failed, with 99,891,977 votes for and 129,290,109 against, while 200,401,613 were broker non-votes.

Positive

• Shareholders elected all eight director nominees, indicating sufficient support for the current board composition and leadership continuity.
• Shareholders ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ended December 31, 2026, affirming confidence in the company’s external audit arrangements.
• Shareholders approved an amendment to the By-Laws addressing quorum requirements for adjourned shareholder meetings, potentially improving clarity and mechanics for future meeting procedures.

Negative

• The non-binding advisory vote on executive compensation failed, with 129,290,109 votes against and 99,891,977 for, signaling shareholder dissatisfaction with the company’s current named executive officer pay program.

Insights

Corporate governance analyst

Directors and auditors approved, but say-on-pay vote failed at Zomedica.

Shareholders supported board continuity and audit oversight by electing all eight director nominees and ratifying Grant Thornton LLP as independent registered public accounting firm. They also backed an amendment to the By-Laws on quorum requirements for adjourned shareholder meetings.

The advisory vote on executive compensation did not pass, with 129,290,109 votes against and 99,891,977 for, alongside 200,401,613 broker non-votes. While non-binding, this outcome signals shareholder dissatisfaction with current pay practices. Future proxy materials and any board response will be important context for assessing governance alignment.

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

Say-on-pay for votes: 99,891,977 shares Say-on-pay against votes: 129,290,109 shares Auditor ratification for votes: 403,285,558 shares +3 more

6 metrics

Say-on-pay for votes 99,891,977 shares Proposal 3 advisory vote for executive compensation

Say-on-pay against votes 129,290,109 shares Proposal 3 advisory vote against executive compensation

Auditor ratification for votes 403,285,558 shares Proposal 2 ratification of Grant Thornton LLP

Auditor ratification withheld votes 26,298,141 shares Proposal 2 ratification of Grant Thornton LLP

By-Law amendment for votes 123,410,315 shares Proposal 4 By-Law quorum amendment

By-Law amendment against votes 105,771,772 shares Proposal 4 By-Law quorum amendment

Key Terms

broker non-vote, advisory vote, independent registered public accounting firm, management information circular, +1 more

5 terms

broker non-vote financial

"Broker Non-Vote | | | 200,401,613"

advisory vote financial

"An advisory vote to approve the compensation of our named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"ratification of the appointment of Grant Thornton LLP as our 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.

management information circular financial

"as described in our management information circular and proxy statement for the Annual Meeting"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

By-Laws financial

"An amendment to the By-Laws of the Company to address the quorum requirements"

By-laws are the internal rules a corporation uses to run itself—how directors are chosen, how meetings are run, what officers do, and how voting and record-keeping work. For investors, by-laws matter because they shape who controls decisions, how easily management can be changed, and what rights shareholders have; think of them as the company’s operating manual that can influence governance, risk and the value of your stake.

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Understanding 8-K Material Events →

Available on EDGAR 06/11/2026 - 04:16 PM Accepted by SEC EDGAR 06/11/2026 - 04:15 PM 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): June 10, 2026

Zomedica Corp.

(Exact name of registrant as specified in its charter)

Alberta, Canada		001-38298		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1101 Technology Drive, Suite 100, Ann Arbor, Michigan		48108
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (734) 369-2555

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 (see General Instruction A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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 Shares, without par value	ZOMDF	OTCQB

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

An annual meeting of our shareholders was held on June 10, 2026 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following three matters:

·	Proposal 1: Election of eight directors, each for a one-year term;
·	Proposal 2: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026;
·	Proposal 3: An advisory vote to approve the compensation of our named executive officers as described in our management information circular and proxy statement for the Annual Meeting; and
·	Proposal 4: . An amendment to the By-Laws of the Company to address the quorum requirements for an adjourned meeting of Shareholders as described in the our management information circular and proxy statement for the Annual Meeting.

According to the final vote, the Company’s stockholders approved proposals 1, 2 and 4 and did not approve proposal 3.

The final vote results for each of these four matters is set forth below.

Proposal 1: Election of Eight Directors

	For	Withheld	Broker Non-Vote
Jeffrey Rowe	148,970,700	80,211,388	200,401,611
Robert Cohen	141,153,095	88,028,993	200,401,611
Chris Macleod	141,041,101	88,140,987	200,401,611
Pam Nichols	146,791,443	82,390,645	200,401,611
Johnny D. Powers	151,457,102	77,724,986	200,401,611
Sean Whelan	141,437,085	87,745,003	200,401,611
Rodney Williams	141,615,934	87,566,154	200,401,611
Larry Heaton	148,997,578	80,184,510	200,401,611

Accordingly, stockholders elected all director nominees to hold office for terms expiring at the Company’s 2027 annual meeting of stockholders.

2

Proposal 2: Ratification of Independent Auditors

For:			403,285,558
Withheld:			26,298,141

Accordingly, stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal

year ended December 31, 2026.

Proposal 3: Advisory Vote on the Company’s Executive Compensation

The votes cast on the advisory vote to approve the compensation of our named executive officers disclosed in our management information

circular and proxy statement for the Annual Meeting were as follows:

For:			99,891,977
Against:			129,290,109
Broker Non-Vote			200,401,613

Accordingly, stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers.

Proposal 4; Amendment of the Company’s By-Laws

The votes cast to approve an amendment to the By-Laws of the Company to address the quorum requirements for an adjourned meeting of Shareholders as described in the our management information circular and proxy statement for the Annual Meeting were as follows:

.

For:			123,410,315
Against:			105,771,772
Broker Non-Vote			200,401,613

Accordingly, the stockholders approved the amendment to the By-Laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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.

	Zomedica Corp.
	By:	/s/ Karen DeHaan-Fullerton
		Karen DeHaan-Fullerton
		General Counsel and Corporate Secretary

Date: June 11, 2026

4

FAQ

What did Zomedica (ZOMDF) shareholders decide at the 2026 annual meeting?

Shareholders elected eight directors, ratified Grant Thornton LLP as independent auditors, approved a By-Law amendment on quorum for adjourned meetings, and rejected the advisory vote on executive compensation. These outcomes shape Zomedica’s governance, audit oversight, and feedback on pay practices.

Did Zomedica (ZOMDF) shareholders approve the company’s executive compensation in 2026?

No. The advisory say-on-pay vote failed, with 99,891,977 votes for and 129,290,109 against, plus 200,401,613 broker non-votes. This non-binding result signals significant shareholder concern about the compensation of Zomedica’s named executive officers.

Were all Zomedica (ZOMDF) director nominees elected at the 2026 annual meeting?

Yes. All eight director nominees were elected for terms expiring at the 2027 annual meeting. Each received more “for” than “withheld” votes, such as CEO Larry Heaton with 148,997,578 for and 80,184,510 withheld, plus 200,401,611 broker non-votes.

Which audit firm did Zomedica (ZOMDF) shareholders ratify for fiscal 2026?

Shareholders ratified Grant Thornton LLP as Zomedica’s independent registered public accounting firm for the fiscal year ended December 31, 2026. The ratification received 403,285,558 votes for and 26,298,141 withheld, indicating strong support for the company’s chosen auditor.

What By-Law change did Zomedica (ZOMDF) shareholders approve in 2026?

Shareholders approved an amendment to the By-Laws addressing quorum requirements for an adjourned meeting of shareholders. The change passed with 123,410,315 votes for, 105,771,772 against, and 200,401,613 broker non-votes, refining the company’s meeting procedures.

How significant were broker non-votes in Zomedica’s (ZOMDF) 2026 say-on-pay vote?

Broker non-votes were substantial in the say-on-pay item, totaling 200,401,613. Despite this, the advisory proposal failed because 129,290,109 shares voted against and 99,891,977 voted for, highlighting clear opposition among participating shareholders.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 895 B
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• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB