Penumbra Inc 8-K, filed May 7, 2026
Penumbra Inc (PEN)
8-K
2026-05-07
For: 2026-05-06
View Original
Added on
May 07, 2026
About this 8-K
Penumbra Inc filed this 8-K on May 7, 2026, reporting on events of May 6, 2026.
Items reported
- Item 5.07: Shareholder vote results
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(510 ) 748-3200
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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).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
(a)On May 6, 2026, Penumbra, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). Proxies for the Special Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on March 26, 2026, the record date for the Special Meeting, there were 39,324,084 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote, and 28,665,933 of such shares were present in person or by proxy at the Special Meeting, constituting a quorum for the transaction of business at the Special Meeting.
(b)At the Special Meeting, the Company’s stockholders voted on the following three proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2026, and mailed to the Company’s stockholders commencing on April 1, 2026 (the “Proxy Statement”). The number of votes cast with respect to each proposal was as indicated below:
1) | Merger Proposal. A proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated January 14, 2026, by and among the Company, Boston Scientific Corporation, a Delaware corporation (“Parent”), and Pinehurst Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent, was approved based on the following results of voting: | ||||
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 28,564,786 | 85,334 | 15,813 | N/A | |||||||||||||||||
2) | Advisory Compensation Proposal. A proposal to approve, on a non-binding, advisory basis, the compensation that the Company’s named executive officers will or may be eligible to receive in connection with the Merger, was approved based on the following results of voting: | ||||
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 27,811,605 | 765,399 | 88,929 | N/A | |||||||||||||||||
3) | Adjournment Proposal. A proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there were not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the Proxy Statement was timely provided to the Company's stockholders, received the following votes; however, because the Merger Proposal was approved, the Adjournment Proposal was not necessary. | ||||
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 27,309,440 | 1,295,803 | 60,690 | N/A | |||||||||||||||||
The approval of the Merger Proposal satisfies the condition to the consummation of the Merger that the Merger Agreement shall have been adopted by the affirmative vote of the holders of a majority of all outstanding shares of the Company’s common stock. Consummation of the Merger remains subject to the satisfaction or waiver of the other closing conditions set forth in the Merger Agreement, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of clearances or approvals (or the expiration or termination of applicable waiting periods) under the antitrust, competition or foreign investment laws of certain non-U.S. jurisdictions.
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.
| Penumbra, Inc. | ||||||||
| Date: May 7, 2026 | By: | /s/ Johanna Roberts | ||||||
| Johanna Roberts | ||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||