{"url_path":"/sec/tlph/8-k/2026-06-23/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":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1427925/0001437749-26-021446-index.html","accession_number":"0001437749-26-021446","cik":"0001427925","ticker":"TLPH","issuer_name":"TALPHERA, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1427925/0001437749-26-021446-index.html","primary_entity_key":"0001427925","primary_entity_name":"TALPHERA, INC."},"word_count":490,"has_tables":true,"body_markdown":"**Item 5.07**         **Submission of Matters to a Vote of Security Holders.**\n\n \n\nThe Annual Meeting of the Company was held on June 22, 2026. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition. At the Annual Meeting, a total of 31,436,937 shares were represented in person or by proxy out of the 51,899,648 shares of common stock entitled to vote as of April 24, 2026, the record date for the Annual Meeting. The final votes on the proposals presented at the Annual Meeting were as follows:\n\n \n\n*Proposal No.* *1*\n\n \n\nMarina Bozilenko, Joseph Todisco and Mark Wan were elected as Class III directors, by a plurality of the votes entitled to vote on the election of directors, to hold office until the 2029 Annual Meeting of Stockholders by the following vote:\n\n \n\n**Nominee**\n\n​\n\n**For**\n\n​\n\n​\n\n**Withheld**\n\n​\n\n​\n\n**Broker Non-Votes**\n\n​\n\nMarina Bozilenko\n\n​\n\n23,303,306\n\n​\n\n​\n\n400,888\n\n​\n\n​\n\n7,732,743\n\n​\n\nJoseph Todisco\n\n​\n\n23,433,045\n\n​\n\n​\n\n271,149\n\n​\n\n​\n\n7,732,743\n\n​\n\nMark Wan\n\n​\n\n23,213,162\n\n​\n\n​\n\n491,032\n\n​\n\n​\n\n7,732,743\n\n​\n\n \n\nIn addition to the directors elected above, Adrian Adams and Jill Broadfoot will continue to serve as directors until the 2027 Annual Meeting of Stockholders, and Vincent J. Angotti, Stephen J. Hoffman, M.D., Ph.D. and Abhinav Jain will continue to serve as directors until the 2028 Annual Meeting of Stockholders, and, in each case until their successors are elected and qualified, or until their earlier death, resignation or removal.\n\n \n\n*Proposal No.* *2*\n\n \n\nThe selection by the Audit Committee of the Board of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified by the following vote:\n\n \n\n**For**\n\n \n\n**Against**\n\n \n\n**Abstain**\n\n \n\n**Broker Non-Votes**\n\n31,019,362\n\n \n\n356,608\n\n \n\n60,967\n\n \n\n—\n\n \n\n*Proposal No.* *3*\n\n \n\nThe compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, compensation tables and narrative discussion was approved, on an advisory basis, by the following vote:\n\n \n\n**For**\n\n \n\n**Against**\n\n \n\n**Abstain**\n\n \n\n**Broker Non-Votes**\n\n22,874,586\n\n \n\n786,249\n\n \n\n43,359\n\n \n\n7,732,743\n\n \n\n \n\n*Proposal No. 4*\n\n \n\nThe Company’s 2020 EIP was approved, by the following vote:\n\n \n\n**For**\n\n \n\n**Against**\n\n \n\n**Abstain**\n\n \n\n**Broker Non-Votes**\n\n22,602,504\n\n \n\n1,068,623\n\n \n\n33,067\n\n \n\n7,732,743\n\n \n\n*Proposal No.* *5*\n\n \n\nThe Company’s 2011 ESPP was approved, by the following vote:\n\n \n\n**For**\n\n \n\n**Against**\n\n \n\n**Abstain**\n\n \n\n**Broker Non-Votes**\n\n23,020,334\n\n \n\n657,322\n\n \n\n26,538\n\n \n\n7,732,743\n\n \n\n**Item** **9.01**\n\n**Financial Statements and Exhibits.**\n\n \n\n**(d) Exhibits**\n\n \n\n**Exhibit No.**\n **Description**\n\n10.1+\n\n[Amended and Restated 2020 Equity Incentive Plan](ex_979677.htm)\n\n10.2+\n\n[Amended and Restated 2011 Employee Stock Purchase Plan](ex_979678.htm)\n\n104\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n+ Indicates management contract or compensatory plan\n\n \n\n \n\n**SIGNATURES**\n\n \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\nDate: June 23, 2026\n\nTALPHERA, INC.\n\n  \n\n \n\nBy:  \n\n/s/ Raffi Asadorian\n\n \n\n \n\nRaffi Asadorian\n\n \n\n \n\nChief Financial Officer"}