Context Therapeutics Inc.

06/26/2026 | Press release | Distributed by Public on 06/26/2026 14:08

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 24, 2026, Context Therapeutics Inc. (the "Company") held its Annual Meeting of Stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved, among other things, an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate") to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000.
A copy of the Certificate of Amendment to the Certificate to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000, as filed with the Secretary of State of the State of Delaware on June 24, 2026, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of April 27, 2026, the record date for the Meeting, there were 91,879,177 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Meeting, of which 72,830,990, or approximately 79.27%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of the Company's common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Meeting.
Proposal 1. Election of Directors
The Company's stockholders elected the following seven director nominees to the Company's Board of Directors, each to serve until the Company's 2027 Annual Meeting of Stockholders or until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.
For Withhold Broker Non-Votes
Dr. Philip Kantoff 63,340,793 50,310 9,439,887
Martin Lehr 63,369,775 21,328 9,439,887
Andy Pasternak 63,376,712 14,391 9,439,887
Dr. Karen Smith 63,346,225 44,878 9,439,887
Jennifer Evans Stacey 61,370,391 2,020,712 9,439,887
Dr. Luke Walker 63,376,732 14,371 9,439,887
Linda West 63,339,289 51,814 9,439,887
Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm
The Company's stockholders ratified the selection of CohnReznick LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2026. The voting on this proposal is set forth below:
For Against Abstentions Broker Non-Votes
Ratification of CohnReznick LLP 72,762,152 65,395 3,443 ---
Proposal 3. Approval of Proposed Amendment to the Certificate
The Company's stockholders approved an amendment to the Certificate to increase the number of authorized shares of the Company's common stock from 200,000,000 to 300,000,000. The voting on this proposal is set forth below:
For Against Abstentions Broker Non-Votes
Amendment to Certificate 71,752,165 1,050,867 27,958 ---
Proposal 4. Approval of Meeting Adjournment
The Company's stockholders approved one or more adjournments of the Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 3 at the time of the Meeting. The voting on this proposal is set forth below:
For Against Abstentions Broker Non-Votes
Meeting Adjournment 71,827,930 980,425 22,635 ---
Adjournment of the Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposal 3.
Context Therapeutics Inc. published this content on June 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 26, 2026 at 20:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]