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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Coherus Oncology, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 27, 2026 virtually via the Internet. The Annual Meeting on May 27, 2026 was partially adjourned to Friday, May 29, 2026 solely with respect to the voting on Proposal 4. At the close of business on April 16, 2026, the record date, there were 154,217,609 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.
As summarized in the tables below, at the Annual Meeting on May 27, 2026, common stock of the Company totaling 124,566,041 shares were voted in person or by proxy for proposals 1, 2, 3 and 5. On May 29, 2026, common stock of the Company totaling 91,750,055 shares were voted in person or by proxy for proposal 4, a “non-routine” matter which resulted in broker non-votes present on May 27, 2026 no longer being included or represented in the vote totals. The Company’s Definitive Proxy Statement on Schedule 14A, and the Supplement to the Proxy Statement, filed with the U.S. Securities and Exchange Commission respectively on April 20, 2026 and May 28, 2026 describe each proposal, the quorum requirements and the vote counting procedures.
The results of the voting held on May 27, 2026 for Proposals 1, 2, 3 and 5, and on May 29, 2026 for Proposal 4, are as follows:
Proposal 1. The Company’s stockholders elected by a majority of votes cast each of the Class III director nominees below, Dennis M. Lanfear and Mats L. Wahlström, to the Board of Directors of the Company to hold office until the 2029 annual meeting of stockholders or until their successors are elected.
NOMINEE |
| FOR | WITHHELD | BROKER NON-VOTES | ||
Dennis M. Lanfear | | 82,524,713 | | 6,482,243 | 35,559,085 | |
Mats L. Wahlström | 81,177,717 | 7,829,239 | 35,559,085 |
Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
121,137,511 | | 1,481,497 | | 1,947,033 | 0 |
Proposal 3. The Company’s stockholders approved a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (a “Say-on-Pay” vote).
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
73,322,772 | | 10,862,168 | | 4,822,016 | 35,559,085 |
Proposal 4. The Company’s stockholders approved the reduction in the exercise price of certain outstanding stock options.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
45,996,610 | 45,362,110 | 391,335 | 0 |
Proposal 5. The Company’s stockholders approved an increase in the number of shares of common stock reserved for issuance under the Amended and Restated 2014 Equity Incentive Award Plan.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
59,507,788 | | 24,853,379 | | 4,645,789 | 35,559,085 |
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 1, 2026 | | COHERUS ONCOLOGY, INC. | |
By: | /s/ Dennis M. Lanfear | ||
Name: | Dennis M. Lanfear | ||
Title: | Chief Executive Officer | ||