UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 24, 2026, ARS Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 27, 2026, the record date for the Annual Meeting, 99,300,658 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.
Proposal 1: Election of Directors
The Company’s stockholders elected the three persons listed below as Class III directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The final voting results are as follows:
| Name of Director Elected | Votes For | Votes Withheld | Broker Non-Votes | |||
| Saqib Islam, J.D. |
51,588,419 | 14,429,366 | 14,111,827 | |||
| Phillip Schneider |
38,474,013 | 27,543,772 | 14,111,827 | |||
| Laura Shawver, Ph.D. |
45,149,811 | 20,867,974 | 14,111,827 |
Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:
| For |
Against |
Abstain | ||
| 79,465,541 | 102,436 | 561,635 |
Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”). The final voting results are as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 57,290,450 | 8,104,466 | 622,869 | 14,111,827 |
Proposal 4: Advisory Vote on the Frequency of Future Advisory Stockholder Votes on the Compensation of the Company’s Named Executive Officers. The Company’s stockholders selected, on an advisory basis, one year as the frequency of future advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 52,117,264 |
68,816 |
13,442,422 |
389,283 |
14,111,827 |
In accordance with the recommendation of the Company’s Board of Directors and based on the results of the advisory vote reported above, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, which will be held no later than the 2032 annual meeting of stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 25, 2026 | ARS PHARMACEUTICALS, INC. | |||||
| By: | /s/ Richard Lowenthal | |||||
| Name: | Richard Lowenthal, M.S., MSEL | |||||
| Title: | Chief Executive Officer | |||||
| (Principal Executive Officer) | ||||||