UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 24, 2025, Orchestra BioMed Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 38,312,512 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were entitled to vote as of April 28, 2025, the record date for the Annual Meeting. There were 28,177,159 shares of Common Stock represented at the Annual Meeting, at which the Company’s stockholders were asked to vote on two proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2025. Set forth below are the matters acted upon by the Company’s stockholders, and the final voting results of each such proposal.
Proposal No. 1: Election of Directors
Votes regarding the election of the three Class II director nominees were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Chris Cleary | 24,555,860 | 64,650 | 3,556,649 | |||||||||
| Pamela Connealy | 23,674,360 | 946,150 | 3,556,649 | |||||||||
| David Pacitti | 24,227,123 | 393,387 | 3,556,649 | |||||||||
Based on the votes set forth above, the Company’s stockholders elected each of the three nominees set forth above to serve as a Class II director of the Company until the 2028 annual meeting of stockholders and until such director’s respective successor is duly elected and qualified.
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”), received the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 28,140,709 | 34,087 | 2,363 | – | |||||||||||
Based on the votes set forth above, the Auditor Ratification Proposal was approved.
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SIGNATURES
Pursuant 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.
| ORCHESTRA BIOMED HOLDINGS, INC. | ||
| By: | /s/ Andrew Taylor | |
| Name: | Andrew Taylor | |
| Title: | Chief Financial Officer | |
| Date: June 24, 2025 | ||
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