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Form 8-K CARLSMED, INC. For: Jun 03

June 3, 2026 4:06 PM EDT
false0001794546June 3, 202600017945462026-06-032026-06-03

 

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 3, 2026

 

 

Carlsmed, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42756

83-1081863

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1800 Aston Ave, Suite 100

 

Carlsbad, California

 

92008

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (760) 766-1923

 

 

 

 

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:

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, $0.00001 par value per share

 

CARL

 

The Nasdaq Stock Market LLC

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.

Carlsmed, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 3, 2026. At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2026. The vote totals noted below are final voting results from the Annual Meeting.

 

Proposal 1

The Company’s stockholders elected the following two Class I directors to serve on the Company’s board of directors until the 2029 annual meeting of stockholders, or until their successors are duly elected and qualified.

 

 

Name

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

Niall Casey

 

 

19,627,716

 

 

 

1,352,117

 

 

 

4,628,080

 

Philip Young

 

 

19,510,686

 

 

 

1,469,147

 

 

 

4,628,080

 

 

Proposal 2

The Company’s stockholders ratified 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

 

 

Votes Against

 

 

Abstentions

 

 

25,571,065

 

 

 

5,858

 

 

 

30,990

 

 

 


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.

 

 

 

 

 

 

 

Date: June 3, 2026

 

Carlsmed, Inc.

 

 

 

 

 

 

By:

/s/ Michael Cordonnier

 

 

 

Michael Cordonnier

 

 

 

Chief Executive Officer and President


ATTACHMENTS / EXHIBITS

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IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: carl-20260603_htm.xml



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