CorMedix Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CRMD
Biotechnology: Pharmaceutical Preparations
Health Care
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 23, 2026
(Exact name of registrant as specified in its charter)
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 23, 2026, CorMedix Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on the following proposals at the Annual Meeting, casting their votes as described below. For more information about the following proposals, please see the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”).
Proposal No. 1 - Election of Directors. The following individuals, each of whom was named as a nominee in the Proxy Statement, were elected by the Company’s stockholders by a plurality of votes cast to serve on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders. Information on the vote relating to each director standing for election is set forth below:
| Nominee | FOR | WITHHELD | BROKER NON-VOTES | |||||||||||||||||||||||||||||||||||
| Janet Dillione | 33,405,546 | 7,570,621 | 20,258,890 | |||||||||||||||||||||||||||||||||||
| Gregory Duncan | 38,658,138 | 2,318,029 | 20,258,890 | |||||||||||||||||||||||||||||||||||
| Alan W. Dunton | 38,000,071 | 2,976,096 | 20,258,890 | |||||||||||||||||||||||||||||||||||
| Myron Kaplan | 35,804,495 | 5,171,672 | 20,258,890 | |||||||||||||||||||||||||||||||||||
| Steven Lefkowitz | 38,578,630 | 2,397,537 | 20,258,890 | |||||||||||||||||||||||||||||||||||
| Robert Stewart | 38,529,620 | 2,446,547 | 20,258,890 | |||||||||||||||||||||||||||||||||||
| Joseph Todisco | 38,413,154 | 2,563,013 | 20,258,890 | |||||||||||||||||||||||||||||||||||
Proposal No. 2 - Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers for 2025. Proposal No. 2 was to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for 2025, as disclosed in the Proxy Statement. The proposal was approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 29,298,076 | 9,835,841 | 1,842,250 | 20,258,890 | |||||||||||||||||
Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. Proposal No. 3 was to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 59,398,171 | 1,481,251 | 355,635 | ||||||||||||
Proposal No. 4 – Ratification of the COD Amendments. Proposal No. 4 was to ratify the Certificate of Designation Amendments (as described in the Proxy Statement). The proposal was not approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 37,252,768 | 3,181,442 | 543,957 | 20,258,890 | |||||||||||||||||
Proposal No. 5 – Amended and Restated Charter. Proposal No. 5 was to approve the amendments to the Company’s amended and restated Certificate of Incorporation (the “Charter”) to make technical changes (as described in the Proxy Statement). The proposal was not approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 38,146,624 | 2,400,082 | 431,461 | 20,258,890 | |||||||||||||||||
Proposal No. 6 – Class Voting. Proposal No. 6 was to approve an amendment to the Company’s Charter to update the approval process for amendments relating solely to the terms of one or more series of preferred stock by permitting such amendments to be approved by the holders of the applicable series, without a separate vote of common stockholders, to the extent permitted by Delaware law and provided that no changes are made to the terms of common stock. The proposal was not approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 29,985,141 | 10,594,755 | 396,271 | 20,258,890 | |||||||||||||||||
Proposal No. 7 – Exclusive Forum. Proposal No. 7 was to approve an amendment to the Company’s Charter to designate the exclusive forums in which certain claims relating to the Company may be brought. The proposal was not approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 36,892,460 | 3,676,570 | 407,137 | 20,258,890 | |||||||||||||||||
Proposal No. 8 – Updating Officer Liability Provisions as Permitted by Delaware Law. Proposal No. 8 was to approve an amendment to the Company’s Charter to limit certain officers’ personal liability for monetary damages for breaches of the duty of care, as permitted by Delaware law. The proposal was not approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 33,425,309 | 7,045,816 | 505,042 | 20,258,890 | |||||||||||||||||
SIGNATURE
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.
| CORMEDIX INC. | ||||||||
| Date: June 24, 2026 | By: | /s/ Joseph Todisco | ||||||
| Name: | Joseph Todisco | |||||||
| Title: | Chief Executive Officer | |||||||