{"url_path":"/sec/lrmr/8-k/2026-05-19/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":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1374690/0001193125-26-230852-index.html","accession_number":"0001193125-26-230852","cik":"0001374690","ticker":"LRMR","issuer_name":"Larimar Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1374690/0001193125-26-230852-index.html","primary_entity_key":"0001374690","primary_entity_name":"Larimar Therapeutics, Inc."},"word_count":611,"has_tables":true,"body_markdown":"## Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nOn May 19, 2026, Larimar Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. As of March 25, 2026, the record date for the Annual Meeting, there were 103,882,937 outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), entitled to vote at the Annual Meeting. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 20, 2026.\n\nProposal 1 - Election of Class III Directors. Frank Thomas, Carole S. Ben-Maimon, M.D. and Joseph Truitt were elected to the Board of Directors of the Company as Class III directors to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors, if any, are duly elected and qualified or appointed, or their earlier death, resignation, or removal, as follows:\n\nName\n\nVotes For\n\nVotes Withheld\n\nBroker Non-Votes\n\nFrank Thomas\n\n66,827,378\n\n8,569,298\n\n15,489,254\n\nCarole S. Ben-Maimon, M.D.\n\n67,314,208\n\n8,082,468\n\n15,489,254\n\nJoseph Truitt\n\n66,445,617\n\n8,951,059\n\n15,489,254\n\nProposal 2 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers in 2025. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers in 2025, as follows:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-Votes\n\n73,822,237\n\n1,498,429\n\n76,010\n\n15,489,254\n\nProposal 3 – Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders indicated, on an advisory basis, the preferred frequency of one year for future advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:\n \n\nEvery Year\n\nEvery Two Years\n\nEvery Three Years\n\nAbstentions\n\nBroker Non-Votes\n\n72,645,858\n\n71,449\n\n2,633,106\n\n46,263\n\n15,489,254\n\n \n\nIn light of the voting results on this advisory proposal, the Board of Directors of the Company has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of such votes.\n\n \n\nProposal 4 - Ratification of Independent Registered Public Accountant. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified, as follows:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-Votes\n\n90,784,651\n\n72,972\n\n28,307\n\n0\n\nProposal 5 - Approval of an amendment to the Ninth Amended and Restated Certificate of Incorporation, as amended. The stockholders approved an amendment to the Company’s Ninth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s Common Stock from 115,000,000 to 215,000,000, as follows:\n\n \n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-Votes\n\n89,732,486\n\n1,046,555\n\n106,889\n\n0\n\n \n\nProposal 6 - Approval of an adjournment of the Annual Meeting. The stockholders approved an adjournment of the Annual Meeting to the extent there were insufficient votes to approve Proposal 5, but such an adjournment was not necessary in light of the approval of Proposal 5 at the Annual Meeting. The final voting results are as follows:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-Votes\n\n89,887,684\n\n958,761\n\n39,485\n\n0\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\n \n\n \n\n \n\nLarimar Therapeutics, Inc.\n\n \n\n \n\n \n\n \n\nDate:\n\nMay 19, 2026\n\nBy:\n\n/s/ Carole S. Ben-Maimon, M.D.\n\n \n\n \n\n \n\nName: Carole S. Ben-Maimon, M.D.\nTitle: President and Chief Executive Officer"}