Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 17, 2026, Picard Medical, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting'). All matters submitted for approval by the Company's stockholders, as described in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on June 29, 2026, as amended by the additional definitive proxy materials filed with the SEC on July 8, 2026, were approved. The number of shares of common stock entitled to vote at the Company's Annual Meeting was 102,695,935, representing the number of shares outstanding as of June 26, 2026, the record date for the Annual Meeting.
The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
1. Election of directors. The following directors were elected for terms expiring at the 2027 annual meeting of stockholders:
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|
For
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Against
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Abstain
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Broker Non-Votes
|
|
Richard Fang
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54,158,482
|
|
2,316,008
|
|
213,115
|
|
2,282,437
|
|
Sam Van
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56,317,177
|
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154,508
|
|
215,920
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|
2,282,437
|
|
Joe Xiao
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54,033,717
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|
2,438,262
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215,626
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|
2,282,437
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George Ye
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56,289,270
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182,809
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|
215,526
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2,282,437
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2. Approval, on an advisory basis, of the compensation of the Company's named executive officers. The compensation of the Company's named executive officers was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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56,104,172
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490,596
|
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92,837
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2,282,437
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3. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers. The frequency of every "one year" was approved.
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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56,309,300
|
|
152,766
|
|
105,108
|
|
120,431
|
|
2,282,437
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Consistent with the stockholder vote, the Company's board of directors determined that the Company will hold future advisory votes on the compensation of the Company's named executive officers on an annual basis until the next stockholder vote on the frequency of future advisory votes on the compensation of the Company's named executive officers.
4. Approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio ranging from 1-for-15 to 1-for-50, with the exact ratio and timing, if at all, to be determined by our Board of Directors, in its sole discretion. The charter amendment to effectuate the reverse stock split was approved.
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For
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Against
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Abstain
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Broker Non-Vote
|
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58,138,876
|
|
785,970
|
|
45,196
|
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N/A
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5. Approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation to designate the Class B common stock, with each share of Class B common stock entitled to 20 votes per share. The amendment to designate the Class B common stock was approved.
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For
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Against
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Abstain
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Broker Non-Vote
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51,739,973
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|
4,938,305
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|
9,327
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|
2,282,437
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6. Ratification of the appointment of MaloneBailey LLP as the Company's independent registered public accounting firm for 2026. The appointment was ratified.
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For
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Against
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Abstain
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Broker Non-Vote
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58,514,997
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137,804
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317,241
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N/A
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