{"url_path":"/sec/hrtx/8-k/2026-06-16/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/818033/0001193125-26-272388-index.html","accession_number":"0001193125-26-272388","cik":"0000818033","ticker":"HRTX","issuer_name":"HERON THERAPEUTICS, INC. /DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/818033/0001193125-26-272388-index.html","primary_entity_key":"0000818033","primary_entity_name":"HERON THERAPEUTICS, INC. /DE/"},"word_count":654,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nAt the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Heron Therapeutics, Inc. (the “Company”) held on June 11, 2026, the Company’s stockholders voted on six proposals, including: (1) to elect seven director nominees: Craig Collard, Thomas Cusack, Sharmila Dissanaike, M.D., FACS, FCCM, Craig Johnson, Michael Kaseta, Adam Morgan, and Christian Waage to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal; (2) to ratify the appointment of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) to approve, on a nonbinding advisory basis, compensation paid to the Company’s Named Executive Officers during the fiscal year ended December 31, 2025; (4) to approve the amendment and restatement of the Company’s 2007 Amended and Restated Equity Incentive Plan, to, among other things, increase the number of shares of common stock authorized for issuance thereunder by an additional 16,560,000 shares; (5) to approve the amendment to the Company's 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares of common stock authorized for issuance thereunder by an additional 10,000,000 shares; and (6) to ratify, on a nonbinding advisory basis, the adoption of the Tax Benefits Preservation Plan.\n\nOnly stockholders of record as of the close of business on April 14, 2026 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 188,638,866 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 141,927,939 shares of common stock of the Company were represented in person and by proxy, constituting a quorum for the Annual Meeting.\n\nThe votes with respect to each of the six proposals voted on at the Annual Meeting are set forth below:\n\nProposal 1: The Company’s stockholders elected the seven director nominees to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal:\n\nName of Director Nominee\n\nFor\n\nAgainst\n\nAbstain\n\nBroker\n\nNon-Votes\n\nMr. Collard\n\n \n\n87,289,779\n\n \n\n4,336,869\n\n \n\n185,208\n\n50,116,083\n\nMr. Cusack\n\nDr. Dissanaike\n\n \n\n88,537,725 87,960,023\n\n \n\n3,088,305 3,729,614\n\n \n\n185,826 122,219\n\n50,116,083 50,116,083\n\nMr. Johnson\n\n \n\n87,703,801\n\n \n\n3,972,919\n\n \n\n135,136\n\n50,116,083\n\nMr. Kaseta\n\n \n\n88,236,408\n\n \n\n3,424,597\n\n \n\n150,851\n\n50,116,083\n\nMr. Morgan\n\n \n\n88,295,437\n\n \n\n3,381,282\n\n \n\n135,137\n\n50,116,083\n\nMr. Waage\n\n \n\n85,276,872\n\n \n\n6,399,195\n\n \n\n135,789\n\n50,116,083\n\nProposal 2: The Company’s stockholders ratified the appointment of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:\n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n139,715,514\n\n1,706,193\n\n506,232\n\n0\n\n \n\nProposal 3: The Company’s stockholders approved, on a nonbinding advisory basis, the compensation paid to the Company’s Named Executive Officers during the fiscal year ended December 31, 2025:\n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n77,315,474\n\n12,117,861\n\n2,378,521\n\n50,116,083\n\n \n\n \n\n \n\n \n\nProposal 4: The Company’s stockholders approved the amendment and restatement of the Company’s 2007 Amended and Restated Equity Incentive Plan, to, among other things, increase the number of shares of common stock authorized for issuance thereunder by an additional 16,560,000 shares:\n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n75,620,741\n\n13,846,030\n\n2,345,085\n\n50,116,083\n\n \n\nProposal 5: The Company’s stockholders approved the amendment to the Company's 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares of common stock authorized for issuance thereunder by an additional 10,000,000 shares:\n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n83,765,950\n\n6,496,205\n\n1,549,701\n\n50,116,083\n\n \n\nProposal 6: The Company’s stockholders ratified, on a nonbinding advisory basis, the adoption of the Tax Benefits Preservation Plan:\n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n88,182,895\n\n3,442,815\n\n186,146\n\n50,116,083\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\nHeron Therapeutics, Inc.\n\nDate: June 16, 2026\n\n/s/ Ira Duarte\n\nIra Duarte\n\nExecutive Vice President, Chief Financial Officer"}