EBR Systems Inc.
03/13/2026 | Press release | Distributed by Public on 03/13/2026 15:08
Proxy Results (Form 8-K)
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 11, 2026 (U.S. Pacific time), EBR Systems, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") virtually via live webcast. At the Special Meeting, the Company's stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on January 26, 2026 (the "Proxy Statement").
Proposal 1 - Approval of the Reverse Stock Split (the "Reverse Stock Split Proposal"). The Company's stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock (also referred to as a share consolidation) at a ratio ranging from any whole number between 1-for-5 and 1-for-20, as determined by the Company's Board of Directors in its discretion, subject to the Board of Directors' authority to abandon such amendment. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast |
| 233,231,110 | 970,364 | 166,180 | 0 | 0 |
Proposal 2 - Ratification of Security Issuances (the "Securities Ratification Proposal"). The Company's stockholders approved the ratification of the issuance of 55,900,000 CDIs (equivalent to 55,900,000 shares of common stock) at an issue price of A$1.00 per CDI, on terms and conditions set out in the Proxy Statement, pursuant to and for the purposes of Australian Securities Exchange ("ASX") Listing Rule 7.4. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast* |
| 215,763,640 | 1,013,697 | 138,280 | 0 | 17,452,037 |
* Represents shares underlying votes that were not cast held by holders subject to a voting exclusion on the matter or that were disregarded, pursuant to ASX Listing Rule 14.11.1, as further described in the Proxy Statement.
Proposal 3 - Adjournment of Special Meeting. The Company's stockholders approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal or the Securities Ratification Proposal. The results of the vote were:
| For | Against | Abstain | Broker Non-Vote | Uncast |
| 233,043,741 | 1,162,268 | 158,345 | 0 | 3,300 |
No other matters were submitted for stockholder action at the Special Meeting.
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