CG Oncology, Inc.

8-K · d54487d8k.htm

0001991792 2026-06-04 2026-06-04
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 4, 2026
  
  

 CG Oncology, Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

  

 Delaware
  
 001-41925
  
 37-1611499

 (State or Other Jurisdiction
of Incorporation)
  
 (Commission
 File Number)

  
 (IRS Employer
Identification No.)

  

 3000 Pegasus Park Drive
  

 Suite 1640
  

 Dallas , Texas
  
 75247

 (Address of Principal Executive Offices)
  
 (Zip Code)

 Registrant’s Telephone Number, Including Area Code: (949) 409-3700
 N/A
 (Former Name or Former Address, if Changed Since Last Report)
  
  

 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:
  

 Title of each class

  
 Trading
Symbol(s)

  
 Name of each exchange
on which registered

 Common Stock, par value $0.0001 per share
  
 CGON
  
 The Nasdaq Global Select Market

 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 ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  
  
  

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 On June 4, 2026, CG Oncology, Inc. (the “ Company ”) held its 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”). As of April 7, 2026, the record date for the Annual Meeting, 88,009,980 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The following tables set forth the final results of the voting for the matters voted upon at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “ Proxy Statement ”).
 Proposal 1: Election of Directors
 The Company’s stockholders elected the two persons listed below as Class II directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:
  

  
  
 Shares
Voted For

  
 Shares
Voted Withhold

  
 Broker
 Non-Votes

 Name of Directors Elected
  

  

  

 Christina Rossi
  
 67,531,501
  
 89,825
  
 16,216,685

 Victor Tong, Jr.
  
 62,401,874
  
 5,219,452
  
 16,216,685

 Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm
 The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:
  

 Shares
Voted For

  
 Shares
Voted Against

  
 Abstentions

 83,711,522
  
 4,103
  
 122,386

 Proposal 3: Advisory Vote on Executive Compensation
 The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The final voting results are as follows:
  

 Shares
Voted For

  
 Shares
Voted Against

  
 Abstentions

  
 Broker Non-Votes

 65,894,959
  
 1,603,011
  
 123,356
  
 16,216,685

 Proposal 4: Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation
 The Company’s stockholders indicated, on an advisory basis, their preference for the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:
  

 1 Year

  
 2 Years

  
 3 Years

  
 Abstentions

  
 Broker Non-Votes

 66,962,791
  
 4,269
  
 537,270
  
 116,996
  
 16,216,685

 Consistent with these results, the Company determined that future stockholder advisory votes on named executive officer compensation will be held every year until the next required advisory vote on the frequency of stockholder advisory votes on named executive officer compensation.

 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.
  

  

  
 CG Oncology, Inc.

 Date: June 8, 2026
  

  
 By:
  
 /s/ Josh Patterson

  

  
 Name: Josh Patterson

  

  
 Title: General Counsel, Chief Compliance Officer and Secretary