DCOY 8-K
Decoy Therapeutics Inc. (DCOY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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 July 14, 2026, Decoy Therapeutics Inc. (the “Company”) convened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of May 22, 2026, the record date for the Annual Meeting, there were 531,968 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 225,548, or 42.4%, were present in person or represented by proxy, which constituted a quorum.
At the Annual Meeting, the stockholders voted and: (1) re-elected or elected each of the Company’s three nominees for Class II director; (2) approved, by non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting; and (3) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal 1. To elect three Class II directors to serve until the 2029 annual meeting or until their successors are duly elected and qualified:
Nominees |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
Patricia Gauthier |
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23,204 |
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4,110 |
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12 |
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198,222 |
Jonathan Lieber |
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22,964 |
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4,349 |
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12 |
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198,223 |
Frederick E. Pierce |
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22,690 |
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4,624 |
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12 |
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198,222 |
Proposal 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
21,278 |
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5,041 |
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1,007 |
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198,222 |
Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
Votes For |
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Votes Against |
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Abstentions |
214,341 |
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9,584 |
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1,623 |
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.
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Decoy Therapeutics inc. |
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Date: July 15, 2026 |
By: |
/s/ Mark J. Rosenblum |
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Mark J. Rosenblum |
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Executive Vice President and Chief Financial Officer |