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ARROWHEAD PHARMACEUTICALS, INC. · Mar 20, 4:05 PM ET

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ARROWHEAD PHARMACEUTICALS, INC. 8-K

Research Summary

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Arrowhead Pharmaceuticals Reports 2026 Annual Meeting Results; Say-on-Pay Fails

What Happened

  • Arrowhead Pharmaceuticals, Inc. filed an 8-K reporting the results of its Annual Meeting of Stockholders held March 19, 2026 (record date January 22, 2026). There were 140,010,690 shares outstanding and 119,801,542 shares present in person or by proxy.
  • All seven director nominees were elected. The advisory (non-binding) Say-on-Pay proposal to approve named executive officer compensation was not approved. The Arrowhead Pharmaceuticals, Inc. Amended and Restated 2021 Incentive Plan was approved, and KPMG LLP was ratified as the company’s independent auditors for the fiscal year ending September 30, 2026.

Key Details

  • Directors elected (votes FOR / AGAINST / ABSTAIN / NON-VOTES):
    • Christopher Anzalon: 100,146,366 FOR; 1,622,011 AGAINST; 77,607 ABSTAIN; 17,955,558 NON-VOTES
    • Mauro Ferrar: 99,784,848 FOR; 1,986,678 AGAINST; 74,458 ABSTAIN; 17,955,558 NON-VOTES
    • Hongbo L: 92,692,428 FOR; 8,971,012 AGAINST; 182,544 ABSTAIN; 17,955,558 NON-VOTES
    • Adeoye Olukoto: 100,808,855 FOR; 852,631 AGAINST; 184,498 ABSTAIN; 17,955,558 NON-VOTES
    • Michael Perr: 70,427,879 FOR; 31,342,814 AGAINST; 75,291 ABSTAIN; 17,955,558 NON-VOTES
    • Victoria Vakiene: 99,264,191 FOR; 2,506,051 AGAINST; 75,742 ABSTAIN; 17,955,558 NON-VOTES
    • William Waddill: 91,907,466 FOR; 9,861,644 AGAINST; 256,341 ABSTAIN; 17,955,558 NON-VOTES
  • Advisory Vote on Executive Compensation: 41,625,740 FOR; 59,963,903 AGAINST; 256,341 ABSTAIN; 17,955,558 NON-VOTES (did not pass).
  • Incentive Plan approval: 99,158,276 FOR; 2,401,793 AGAINST; 285,915 ABSTAIN; 17,955,558 NON-VOTES (approved).
  • Ratification of KPMG LLP as auditors: 119,053,168 FOR; 371,668 AGAINST; 376,706 ABSTAIN; 0 NON-VOTES (approved).

Why It Matters

  • The failed Say-on-Pay vote is an advisory signal of substantial shareholder dissatisfaction with executive compensation (59.9M votes against versus 41.6M for). Although non-binding, the result is a clear governance indicator for investors and the board.
  • Approval of the Amended and Restated 2021 Incentive Plan authorizes the company to grant equity and other incentive awards under that plan, which affects future executive and employee compensation structure.
  • Ratification of KPMG as independent auditors confirms continuity in external audit oversight for the fiscal year ending September 30, 2026.

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