UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2026
LifeStance Health Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-40478 | 86-1832801 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4800 N. Scottsdale Road | ||
| Suite 2500 | ||
| Scottsdale, Arizona | 85251 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 425 279-8500
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | LFST | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 2, 2026, LifeStance Health Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal.
Proposal 1: Election of Directors
The stockholders of the Company elected the director nominees listed below to serve on the Company’s Board of Directors as members of Class II for a term of three years. The results of the vote were as follows:
| Name of Nominee | For | Withhold | Broker Non-Votes | |||||||||
| David Bourdon | 244,968,319 | 83,966,052 | 29,782,714 | |||||||||
| Robert Bessler | 280,015,618 | 48,918,753 | 29,782,714 | |||||||||
Proposal 2: Ratification of the Company’s Independent Registered Public Accounting Firm
The stockholders of the Company ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2026. The results of the vote were as follows:
| For | Against | Abstain | ||
| 357,756,707 | 209,431 | 750,947 |
Proposal 3: Advisory Vote on Named Executive Officer Compensation
The stockholders of the Company approved, on a non-binding advisory basis, the Company’s named executive officer compensation. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 322,904,359 | 5,675,861 | 354,151 | 29,782,714 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIFESTANCE HEALTH GROUP, INC. | ||||||
| Date: June 4, 2026 | By: | /s/ Ryan Pardo | ||||
| Name: | Ryan Pardo | |||||
| Title: | Chief Legal Officer and Secretary | |||||