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 23, 2026
ORCHESTRA BIOMED HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) | 001-39421 (Commission File Number) | 92-2038755 (IRS Employer Identification No.) |
| 150 Union Square Drive
| ||
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 Symbol(s) | Name of each exchange on which |
| Common stock, par value $0.0001 per share | OBIO | The Nasdaq Global Market |
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 23, 2026, Orchestra BioMed Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 59,880,715 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were entitled to vote as of April 28, 2026, the record date for the Annual Meeting. There were 49,053,298 shares of Common Stock represented at the Annual Meeting, at which the Company’s stockholders were asked to vote on five proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”). Set forth below are the matters acted upon by the Company’s stockholders, and the final voting results of each such proposal.
Proposal No. 1: Election of Directors
Votes regarding the election of the three Class III director nominees were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| David P. Hochman | 39,724,691 | 97,018 | 9,231,589 | |||||||||
| Darren R. Sherman | 39,544,240 | 277,469 | 9,231,589 | |||||||||
| Eric S. Fain | 37,810,358 | 2,011,351 | 9,231,589 | |||||||||
Based on the votes set forth above, the Company’s stockholders elected each of the three nominees set forth above to serve as a Class III director of the Company until the Company’s 2029 annual meeting of stockholders and until such director’s respective successor is duly elected and qualified.
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”), received the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 49,039,578 | 13,692 | 28 | - | ||||||||||
Based on the votes set forth above, the Auditor Ratification Proposal was approved.
Proposal No. 3: Approval of the Orchestra BioMed Holdings, Inc. 2026 Employee Stock Purchase Plan
The proposal to approve the Orchestra BioMed Holdings, Inc. 2026 Equity Incentive Plan (the “ESPP Proposal”) received the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 39,639,592 | 150,243 | 31,874 | 9,231,589 | ||||||||||
Based on the votes set forth above, the ESPP Proposal was approved.
Proposal No. 4: Advisory, Non-Binding Vote on the Compensation of the Company’s Named Executive Officers
The advisory (non-binding) vote on the compensation of the Company’s named executive officers (the “NEOs”), as set forth in the Proxy Statement, received the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 37,975,986 | 1,778,200 | 67,523 | 9,231,589 | ||||||||||
Based on the votes set forth above, the Company’s stockholders approved, on an advisory basis, the compensation of the NEOs.
Proposal No. 5: Advisory, Non-Binding Vote on the Frequency of the Vote on the Compensation of the Company’s NEOs
The advisory (non-binding) vote on frequency of votes on the compensation of the NEOs at either 1 year, 2 years or 3 years, as set forth in the Proxy Statement, received the following votes:
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 38,995,022 | 25,675 | 791,227 | 9,785 |
Stockholders indicated, on an advisory basis, that they preferred that there be an advisory vote on the compensation of the NEOs every “1 Year”. In light of the recommendation of the board of directors of the Company that future “say-on-pay” votes occur every “1 Year” and the results of the stockholder vote on Proposal No. 5, the Company intends to submit to its stockholders a non-binding advisory vote on the compensation of the NEOs at every annual meeting of stockholders until the next required advisory vote on the frequency of stockholder votes on the compensation of the NEOs, which is expected to occur in 2032.
SIGNATURES
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.
| ORCHESTRA BIOMED HOLDINGS, INC. | ||
| By: | /s/ Andrew Taylor | |
| Name: | Andrew Taylor | |
| Title: | Chief Financial Officer | |
Date: June 23, 2026 | ||