Zevra Therapeutics (NASDAQ: ZVRA) vote keeps classified board structure

Rhea-AI Filing Summary

Zevra Therapeutics, Inc. reported the results of its 2026 annual stockholder meeting held on June 4, 2026. Stockholders elected Douglas W. Calder and Corey Watton as Class II directors to serve until the 2029 annual meeting and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

Holders of 46,326,616 shares, or 78.37% of the 59,114,850 shares outstanding as of the record date, were represented at the meeting. Stockholders voted in favor of an amendment to declassify the board, but the proposal did not reach the required more-than 66 2/3% of outstanding shares needed for approval, so the classified board structure remains in place.

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

Shares outstanding: 59,114,850 shares Shares voted: 46,326,616 shares Support for Calder: 25,754,763 votes for +4 more

7 metrics

Shares outstanding 59,114,850 shares Common stock outstanding and entitled to vote as of April 6, 2026

Shares voted 46,326,616 shares Shares represented at the 2026 annual meeting (78.37% turnout)

Support for Calder 25,754,763 votes for Election of director Douglas W. Calder, Proposal 1

Support for Watton 29,878,306 votes for Election of director Corey Watton, Proposal 1

Auditor ratification for votes 45,947,281 votes for Ratification of Ernst & Young LLP as 2026 auditor, Proposal 2

Declassification for votes 32,557,653 votes for Charter amendment to declassify board, Proposal 3

Required approval threshold More than 66 2/3% of outstanding shares Approval requirement for charter amendment to declassify board

Key Terms

classified Board structure, declassify the Board, Record Date, Broker Non-Votes, +1 more

5 terms

classified Board structure regulatory

"to phase out the classified Board structure and provide that all directors"

A classified board structure divides a company’s board of directors into separate groups (or “classes”) with staggered, multi-year terms so that only a portion of directors is up for election each year. It matters to investors because it makes replacing the entire board quickly difficult—like trying to swap out only a few players on a team each season—offering protection against hostile takeovers and short-term disruption but potentially reducing board accountability and slowing strategic change.

declassify the Board regulatory

"Vote to Approve an Amendment to the Charter to Declassify the Board"

Declassify the board means changing a company's board of directors from a staggered setup—where only a portion of directors face election each year—to a structure where all directors are elected annually. For investors this matters because it makes the board more directly accountable and responsive, like replacing a multi-year rotating club leadership with yearly elections, and it can speed corporate change or make hostile takeovers easier to pursue.

Record Date regulatory

"outstanding and entitled to vote as of April 6, 2026 (the “Record Date”)"

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.

Broker Non-Votes regulatory

"For | | Against | | Abstain | | 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.

independent registered public accounting firm financial

"as the independent registered public accounting firm of the Company"

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.

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Understanding 8-K Material Events →

false000143464700014346472026-06-042026-06-04

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

__________________________________________________________________________________________ 

Zevra Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

__________________________________________________________________________________________

Delaware			001-36913			20-5894398
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
101 Federal Street, Boston, MA						02110
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 958-1253

(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 (see General Instructions 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))

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 $0.0001 per share			ZVRA			The Nasdaq Stock Market LLC (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.

At the 2026 Annual Meeting of Stockholders of Zevra Therapeutics, Inc. (the “Company”) held on June 4, 2026 (the “Annual Meeting”), the stockholders of the Company voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 20, 2026 (File No. 001-36913) (the “Proxy Statement”): (1) to elect Douglas W. Calder and Corey Watton to the Company’s Board as Class II directors to hold office until the 2029 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified (“Proposal 1”); (2) to ratify the appointment of Ernst and Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026 (Proposal 2); and (3) to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to phase out the classified Board structure and provide that all directors elected at or after the 2027 annual meeting of stockholders be elected on an annual basis (Proposal 3). Of the 59,114,850 shares of the Company’s common stock outstanding and entitled to vote as of April 6, 2026 (the “Record Date”), 46,326,616 shares, or 78.37%, voted.

The tabulation of votes with respect to the proposals at the Annual Meeting was as follows:

Proposal 1 — Election of Directors:

						For						Withheld						Broker Non-Votes
Douglas W. Calder						25,754,763						7,964,919						12,606,934
Corey Watton						29,878,306						3,841,376						12,606,934

Proposal 2 — Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm:

			For						Against						Abstain						Broker Non-Votes
			45,947,281						234,753						144,582						—

Proposal 3 — Vote to Approve an Amendment to the Charter to Declassify the Board:

			For						Against						Abstain						Broker Non-Votes
			32,557,653						1,145,079						16,950						12,606,934

Accordingly, stockholders have voted to elect the two director nominees on Proposal 1 and in favor of Proposal 2 to ratify the appointment of Ernst & Young. Proposal 3, which required the affirmative vote of more than 66 2/3% of the Company’s outstanding common stock as of the Record Date, did not receive the required vote.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

						Zevra Therapeutics, Inc.
Date: June 5, 2026						By:			/s/ Justin Renz
									Justin Renz
									Chief Financial Officer

FAQ

What did Zevra Therapeutics (ZVRA) stockholders decide at the 2026 annual meeting?

Stockholders elected two Class II directors and ratified Ernst & Young LLP as auditor for 2026. They supported declassifying the board, but that charter amendment failed because it did not achieve the required more-than 66 2/3% approval of outstanding shares.

Were Zevra Therapeutics (ZVRA) director nominees elected at the 2026 meeting?

Yes. Douglas W. Calder and Corey Watton were elected as Class II directors to serve until the 2029 annual meeting. Calder received 25,754,763 votes for, and Watton received 29,878,306 votes for, with broker non-votes recorded on both director elections.

Did Zevra Therapeutics (ZVRA) stockholders approve Ernst & Young as auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as Zevra’s independent registered public accounting firm for 2026, with 45,947,281 votes for, 234,753 against, and 144,582 abstentions. There were no broker non-votes reported on the auditor ratification proposal.

What happened to Zevra Therapeutics (ZVRA) proposal to declassify its board?

Stockholders voted in favor of the charter amendment to declassify the board, with 32,557,653 votes for and 1,145,079 against. However, it required approval by more than 66 2/3% of outstanding common shares and therefore did not receive sufficient support to pass.

How many Zevra Therapeutics (ZVRA) shares were represented at the 2026 annual meeting?

Out of 59,114,850 common shares outstanding and entitled to vote as of April 6, 2026, a total of 46,326,616 shares were represented at the annual meeting. This corresponds to 78.37% of eligible shares being voted on the proposals presented.

What quorum and broker non-vote levels were reported for Zevra Therapeutics (ZVRA)?

The meeting had a 78.37% turnout of outstanding shares as of the record date. Broker non-votes totaled 12,606,934 on the director elections and the charter amendment proposal, while there were no broker non-votes on the auditor ratification item.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB