{"url_path":"/sec/smnr/8-k/2026-06-25/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":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1913577/0001193125-26-283007-index.html","accession_number":"0001193125-26-283007","cik":"0001913577","ticker":"SMNR","issuer_name":"Semnur Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1913577/0001193125-26-283007-index.html","primary_entity_key":"0001913577","primary_entity_name":"Semnur Pharmaceuticals, Inc."},"word_count":364,"has_tables":true,"body_markdown":"Item 5.07. Submission of Matters to a Vote of Security Holders.\n\nOn June 25, 2026, Semnur Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, a total of (i) 5,423,606 shares of the Company’s Series A preferred stock, $0.0001 par value per share (the “Series A Preferred Stock”), or 100% of the shares of Series A Preferred Stock, issued and outstanding, and (ii) 200,307,471 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), or approximately 87% of the 230,209,142 shares of Common Stock, issued and outstanding, both as of the close of business on April 28, 2026, the record date for the Meeting, were represented virtually or by proxy.\n\n \n\nThe holder of Series A Preferred Stock was entitled to vote, together with the holders of Common Stock and not separately as a class, on an as converted to Common Stock basis for an aggregate of 5,423,606 votes in accordance with the Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on September 22, 2025.\n\n \n\nAt the Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.\n\n \n\nSet forth below is a brief description of each proposal voted upon at the Meeting and the voting results with respect to each proposal.\n\n \n\nProposal No. 1: To elect the following nominee as a Class I director to serve until the Company’s 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified.\n\n \n\nNominee\n\nFor\n\nWithhold\n\nBroker Non-Votes\n\nJay Chun, M.D., Ph.D.\n\n200,166,258\n\n3,804\n\n137,409\n\n \n\nProposal No. 2: To ratify the appointment of Pipara & Co LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026.\n\n \n\nFor\n\nAgainst\n\nAbstentions\n\n200,307,425\n\n46\n\n0\n\n \n\nProposal No. 3: To approve the Semnur Pharmaceuticals, Inc. 2025 Equity Incentive Plan.\n\nFor\n\nAgainst\n\nAbstentions\n\nBroker Non-Votes\n\n200,166,256\n\n269\n\n3,537\n\n137,409\n\n \n\nProposal No. 4: To approve the Semnur Pharmaceuticals, Inc. 2025 Employee Stock Purchase Plan.\n\nFor\n\nAgainst\n\nAbstentions\n\nBroker Non-Votes\n\n200,166,255\n\n270\n\n3,537\n\n137,409"}