Independent
Tenure on this board
4.7 yrs
Also a director at
Actuate Therapeutics Inc (ACTU)
2 nominees · 2 ballot items.
Election of two Class II directors (Aaron Fletcher, Ph.D. and Lisa Ricciardi) for three-year terms; and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Re-election of Aaron Fletcher, Ph.D. and Lisa Ricciardi as Class II directors, each to serve a three-year term expiring in 2029.
Stockholder vote to ratify the Audit Committee’s appointment of Ernst & Young LLP to serve as the company’s independent registered public accounting firm for the 2026 fiscal year.
This proposal asks shareholders to ratify the Audit Committee’s appointment of Ernst & Young LLP (EY) as Cognition Therapeutics’ independent registered public accounting firm for the 2026 fiscal year. Management and the Audit Committee, which is responsible for auditor selection, are seeking shareholder approval principally as a governance practice to affirm the committee’s selection and to reinforce the role of independent auditors in ensuring financial reporting integrity. EY has served in this capacity since 2020; the Audit Committee negotiates and approves fees and pre-approves non-audit services to maintain auditor independence. The board unanimously recommends a vote FOR ratification, stating that if shareholders do not ratify the appointment the Audit Committee will reconsider the selection. Given the routine nature of auditor ratification votes, this measure is unlikely to be contested, but it nevertheless provides shareholders an opportunity to express concerns about auditor independence, fees, or non-audit services. The proposal is unlikely to materially affect company strategy or operations, but investor opposition could prompt the Audit Committee to reevaluate the relationship and consider alternatives. In the context of recent audit fees reported (audit fees of $625,824 in 2025 and tax fees of $98,500), analysts should consider the scale of non-audit services and any independence risk, as well as EY’s tenure since 2020 when assessing potential governance or auditor-related risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BIOS Capital Management, LP | 6.1% | 5,499,905 | $4M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 3,001,787 | $2M |
| 3 | DAVENPORT Co LLC | 3.2% | 2,892,808 | $2M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.2% | 1,117,136 | $848K |
| 5 | Chescapmanager LLC | 1.1% | 997,029 | $757K |
| 6 | BlackRock, Inc. | 1.1% | 963,972 | $732K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 746,703 | $567K |
| 8 | Hilton Capital Management, LLC | 0.6% | 548,950 | $417K |
| 9 | BIOS Capital Management, LP | 0.6% | 500,095 | $380K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.5% | 463,684 | $352K |
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