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BCS

Current Report · Items 5.07 · 8-K

Picard Medical, Inc.

PMINYSE_AMERICANEQUITYCurrent

Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On July 17, 2026, Picard Medical, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting').…

Filed Jul 21, 2026Accepted Jul 21, 2026, 2:01 PM EDTCIK 2030617Accession 0001437749-26-023932
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Company context

Picard Medical, Inc. is the parent company of SynCardia Systems, LLC (“SynCardia”), the Tucson, Arizona - based leader with the only commercially available total artificial heart technology for patients with end-stage heart failure. SynCardia develops, manufactures, and commercializes the SynCardia Total Artificial Heart (“STAH”), an implantable system that assumes the full functions of a failing or failed human heart. It is the first artificial heart approved by both the FDA and Health Canada, and it remains the only commercially available artificial heart in the United States and Canada. With more than 2,100 implants performed at hospitals across 27 countries, the STAH is the most widely used and extensively studied artificial heart in the world. For additional information about Picard Medical, please visit www.picardmedical.com or review the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.

Current securities

Recent company filings

  1. Entry into a Material Definitive Agreement · Unregistered Sales of Equity SecuritiesOct 23, 2026
  2. S-3 filingOct 22, 2026
  3. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearOct 13, 2026
  4. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity SecuritiesOct 6, 2026
  5. Regulation FD DisclosureAug 20, 2026

Registered securities in this filing

Picard Medical, Inc. · 8-K · Filed 2026-07-21

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock

Symbol
PMI
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: d20268K

Dimensions: Not supplied

Accession 000143774926023932 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. On July 17, 2026, Picard Medical, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting'). All matters submitted for approval by the Company’s stockholders, as described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2026, as amended by the additional definitive proxy materials filed with the SEC on July 8, 2026, were approved. The number of shares of common stock entitled to vote at the Company’s Annual Meeting was 102,695,935, representing the number of shares outstanding as of June 26, 2026, the record date for the Annual Meeting. The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows: 1. Election of directors. The following directors were elected for terms expiring at the 2027 annual meeting of stockholders: For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────────────────────── Richard Fang 54,158,482 2,316,008 213,115 2,282,437 Sam Van 56,317,177 154,508 215,920 2,282,437 Joe Xiao 54,033,717 2,438,262 215,626 2,282,437 George Ye 56,289,270 182,809 215,526 2,282,437 2. Approval, on an advisory basis, of the compensation of the Company ’ s named executive officers. The compensation of the Company’s named executive officers was approved. For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────── 56,104,172 490,596 92,837 2,282,437 3. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company ’ s named executive officers. The frequency of every “one year” was approved. 1 Year 2 Years 3 Years Abstain Broker Non-Votes ─────────────────────────────────────────────────────────────────────────── 56,309,300 152,766 105,108 120,431 2,282,437 Consistent with the stockholder vote, the Company’s board of directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. 4. Approval of an amendment to the Company ’ s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio ranging from 1-for-15 to 1-for-50, with the exact ratio and timing, if at all, to be determined by our Board of Directors, in its sole discretion. The charter amendment to effectuate the reverse stock split was approved. For Against Abstain Broker Non-Vote ───────────────────────────────────────────────────────────── 58,138,876 785,970 45,196 N/A 5. Approval of an amendment to the Company ’ s Second Amended and Restated Certificate of Incorporation to designate the Class B common stock, with each share of Class B common stock entitled to 20 votes per share. The amendment to designate the Class B common stock was approved. For Against Abstain Broker Non-Vote ─────────────────────────────────────────────────────────────── 51,739,973 4,938,305 9,327 2,282,437 6. Ratification of the appointment of MaloneBailey LLP as the Company ’ s independent registered public accounting firm for 2026. The appointment was ratified. For Against Abstain Broker Non-Vote ───────────────────────────────────────────────────────────── 58,514,997 137,804 317,241 N/A

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