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): May 19, 2026
TREACE MEDICAL CONCEPTS, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
| 001-40355 |
| 47-1052611 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification Number) |
100 Palmetto Park Place
Ponte Vedra, Florida 32081
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (904) 373-5940
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:
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Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
| TMCI |
| The Nasdaq Global Select 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.
At the 2026 Annual Meeting of Stockholders (the "Meeting") of Treace Medical Concepts, Inc. (the "Company") held on May 19, 2026, the stockholders of the Company voted on the following proposals, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2026. The results of voting on the three proposals, including final voting tabulations, are set forth below.
Proposal 1: Election of Directors.
The stockholders elected, by the votes indicated below, the following nominees to the Company’s Board of Directors to serve as Class II directors for a three-year term of office expiring at the 2029 annual meeting of stockholders or until their respective successors have been duly elected and qualified:
Name |
| For |
| Withheld |
| Broker Non-Vote |
Lance A. Berry |
| 33,804,407 |
| 820,723 |
| 13,516,432 |
Elizabeth S. Hanna |
| 30,856,965 |
| 3,768,165 |
| 13,516,432 |
Jane E. Kiernan |
| 33,587,226 |
| 1,037,904 |
| 13,516,432 |
Proposal 2: Advisory Vote on Executive Compensation.
By the vote stated below, the stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers:
For |
| Against |
| Abstain |
| Broker Non-Vote |
32,785,505 |
| 1,724,383 |
| 115,242 |
| 13,516,432 |
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm.
By the vote stated below, the stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
For |
| Against |
| Abstain |
| Broker Non-Vote |
47,885,305 |
| 120,733 |
| 135,524 |
| 0 |
Item 9.01 | Financial Statements and Exhibits.
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Exhibit No. |
| Description |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| TREACE MEDICAL CONCEPTS, INC. | ||
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Date: May 20, 2026 |
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| By: |
| /s/ Mark L. Hair |
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| Mark L. Hair |
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| Chief Financial Officer |