Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On July 14, 2026, Decoy Therapeutics Inc. (the “Company”) convened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).…
Decoy Therapeutics is a biotechnology company pioneering Designable Multi-Antivirals (D-MAVs), a new category of antivirals engineered to target shared viral mechanisms, enabling a single, adaptable drug to work across multiple viruses. Built on the proprietary IMP(3)ACT platform, which combines AI-assisted design and rapid synthesis, Decoy develops peptide antivirals designed to move faster into the clinic and expand what is possible in viral prevention and treatment. The company's lead candidates target multiple respiratory viruses, addressing the health and societal burden of viral disease.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 14, 2026, Decoy Therapeutics Inc. (the “Company”) convened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of May 22, 2026, the record date for the Annual Meeting, there were 531,968 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 225,548, or 42.4%, were present in person or represented by proxy, which constituted a quorum.
At the Annual Meeting, the stockholders voted and: (1) re-elected or elected each of the Company’s three nominees for Class II director; (2) approved, by non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting; and (3) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal 1. To elect three Class II directors to serve until the 2029 annual meeting or until their successors are duly elected and qualified:
Nominees Votes For Votes Against Abstentions Broker Non-Votes
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Patricia Gauthier 23,204 4,110 12 198,222
Jonathan Lieber 22,964 4,349 12 198,223
Frederick E. Pierce 22,690 4,624 12 198,222
Proposal 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting:
Votes For Votes Against Abstentions Broker Non-Votes
───────────────────────────────────────────────────────────────────────
21,278 5,041 1,007 198,222
Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
Votes For Votes Against Abstentions
─────────────────────────────────────────────────
214,341 9,584 1,623