Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On August 19, 2026, CalciMedica, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Plan” and the 2023 Plan, as amended, the “2023 Amended Plan”) to, among other things, increase the number of shares of common stock authorized for issuance under the plan by 7,500,000 shares and to include in the calculation of the annual automatic share reserve increase, shares of common stock issuable upon conversion or exercise of convertible preferred stock and pre-funded warrants, as applicable. The 2023 Amended Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on July 20, 2026. A summary of the principal features of the 2023 Amended Plan is set forth under the heading “Proposal No. 3 - To Approve an Amendment to the CalciMedica, Inc. Amended 2023 Equity Incentive Plan” contained in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on July 23, 2026 (the “2026 Proxy Statement”). The summary is qualified in its entirety by reference to the 2023 Amended Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the 2026 Proxy Statement. As of July 21, 2026, the record date for the Annual Meeting (the “Record Date”), 30,736,401 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The voting results are set forth below.
For purposes of the listing rules of the Nasdaq Stock Market, holders of an aggregate of 14,938,370 shares of common stock as of the Record Date were not entitled to vote on Proposals No. 7 and 8. Of the 14,938,370 shares of common stock, an aggregate of 9,398,724 shares were voted at the Annual Meeting and an aggregate of 5,539,646 shares were not voted at the Annual Meeting. Accordingly, the voting results set forth below for each of Proposals No. 7 and 8 reflect the subtraction of 9,398,724 votes cast in favor of each of Proposals No. 7 and 8 because such shares were not entitled to vote on such proposals in accordance with Nasdaq rules.
Proposal 1. Election of Class III Directors
The Company’s stockholders elected the two persons listed below as Class III directors, each to serve a three-year term through the Company’s 2029 annual meeting of stockholders and until a successor has been elected and qualified or until earlier resignation or removal. The final voting results are as follows:
Votes For Votes Withheld Broker
Non-Votes
───────────────────────────────────────────────────────────────────────
Allan Shaw 16,385,161 258,997 3,186,133
Robert N. Wilson 16,588,456 55,702 3,186,133
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s principal independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:
Votes For Votes Against Abstentions Broker
Non-Votes
─────────────────────────────────────────────────────────────────
19,388,372 132,424 309,495 —
Proposal 3. To Approve an Amendment to the CalciMedica, Inc. Amended 2023 Equity Incentive Plan
The Company’s stockholders approved an amendment to the 2023 Plan to, among other things, increase the number of shares of common stock authorized for issuance under the plan by 7,500,000 shares and to include in the calculation of the annual automatic share reserve increase, shares of common stock issuable upon conversion or exercise of convertible preferred stock and pre-funded warrants, as applicable. The final voting results are as follows:
Votes For Votes Against Abstentions Broker
Non-Votes
─────────────────────────────────────────────────────────────────
15,855,531 721,463 67,164 3,186,133
Proposal 4. Advisory Vote on Executive Compensation
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement. The final voting results are as follows:
Votes For Votes Against Abstentions Broker
Non-Votes
─────────────────────────────────────────────────────────────────
16,089,583 511,644 42,931 3,186,133
Proposal 5. Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation
The Company’s stockholders indicated, on an advisory basis, that the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers is every one year. The final voting results are as follows:
One Year Two Years Three Years Abstentions Broker
Non-Votes
──────────────────────────────────────────────────────────────────────────────
14,974,288 422,239 1,232,126 15,505 3,186,133
In light of and consistent with the votes cast with respect to such proposal, the Board has determined to hold future say-on-pay votes every year until the next required non-binding advisory vote on the frequency of future say-on-pay votes, which will be held no later than the 2032 Annual Meeting of Stockholders.
Proposal 6. Approval of Reverse Stock Split and Reduction of Authorized Shares
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-10, inclusive, and a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock, with such ratio to be determined in the discretion of the Board and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion. The final voting results are as follows:
Votes For Votes Against Abstentions Broker
Non-Votes
─────────────────────────────────────────────────────────────────
19,277,096 542,805 10,390 —
Proposal 7. Approval of Issuance of Equity Pursuant to Nasdaq Listing Rule 5635(d)
The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d): (a) the issuance of Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of 18,673,429 shares of common stock and Series B Warrants (the “Series B Warrants” and, together with the Series A Warrants, the
“Common Warrants”) to purchase up to an aggregate of 18,673,429 shares of common stock pursuant to the Securities Purchase Agreement, dated June 23, 2026, among the Company and certain investors (the “Securities Purchase Agreement”), including certain directors and officers of the Company; and (b) the issuance of shares of common stock upon exercise of such Common Warrants, or in lieu thereof, pre-funded warrants to purchase shares of common stock and the shares of common stock issuable upon exercise thereof. The final voting results are as follows:
Votes For Votes Against Abstentions Broker
Non-Votes
────────────────────────────────────────────────────────────────
6,874,269 360,111 11,054 3,186,133
Proposal 8. Approval of Issuance of Equity Pursuant to Nasdaq Listing Rule 5635(c)
The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(c): (a) the issuance of Series A Warrants to purchase up to an aggregate of 1,680,565 shares of common stock and Series B Warrants to purchase up to an aggregate of 1,680,565 shares of common stock, in each case of the Common Warrants described in Proposal 7, to certain directors and officers of the Company pursuant to the Securities Purchase Agreement; and (b) the issuance of shares of common stock upon exercise of such Common Warrants, or in lieu thereof, pre-funded warrants to purchase shares of common stock and the shares of common stock issuable upon exercise thereof. The final voting results are as follows:
Votes For Votes Against Abstentions Broker
Non-Votes
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6,879,162 360,156 5,879 3,186,133