ZEVRA THERAPEUTICS, INC.

8-K · zvra-20260604.htm iXBRL

0001434647 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
 __________________________________________________________________________________________  
  
 Zevra Therapeutics, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 __________________________________________________________________________________________

 Delaware 001-36913 20-5894398
 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 101 Federal Street , Boston , MA
 02110

 (Address of Principal Executive Offices) (Zip Code)

 Registrant’s Telephone Number, Including Area Code: ( 888 ) 958-1253
 (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 (see General Instructions A.2. below):

 ☐ 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 ZVRA The Nasdaq Stock Market LLC
 (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.
 At the 2026 Annual Meeting of Stockholders of Zevra Therapeutics, Inc. (the “Company”) held on June 4, 2026 (the “Annual Meeting”), the stockholders of the Company voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 20, 2026 (File No. 001-36913) (the “Proxy Statement”): (1) to elect Douglas W. Calder and Corey Watton to the Company’s Board as Class II directors to hold office until the 2029 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified (“Proposal 1”); (2) to ratify the appointment of Ernst and Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026 (Proposal 2); and (3) to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to phase out the classified Board structure and provide that all directors elected at or after the 2027 annual meeting of stockholders be elected on an annual basis (Proposal 3). Of the 59,114,850 shares of the Company’s common stock outstanding and entitled to vote as of April 6, 2026 (the “Record Date”), 46,326,616 shares, or 78.37%, voted.
 The tabulation of votes with respect to the proposals at the Annual Meeting was as follows:
 Proposal 1 — Election of Directors:

 For

 Withheld

 Broker Non-Votes

 Douglas W. Calder

 25,754,763

 7,964,919

 12,606,934

 Corey Watton

 29,878,306

 3,841,376

 12,606,934

 Proposal 2 — Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm:

 For

 Against

 Abstain

 Broker Non-Votes

 45,947,281

 234,753

 144,582

 —

 Proposal 3 — Vote to Approve an Amendment to the Charter to Declassify the Board:

 For

 Against

 Abstain

 Broker Non-Votes

 32,557,653

 1,145,079

 16,950

 12,606,934

 Accordingly, stockholders have voted to elect the two director nominees on Proposal 1 and in favor of Proposal 2 to ratify the appointment of Ernst & Young. Proposal 3, which required the affirmative vote of more than 66 2/3% of the Company’s outstanding common stock as of the Record Date, did not receive the required vote.

 Item 9.01          Financial Statements and Exhibits.

 (d) Exhibits

 Exhibit No. Description
 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 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 thereunto duly authorized.

 Zevra Therapeutics, Inc.

 Date: June 5, 2026

 By:
 /s/ Justin Renz

 Justin Renz

 Chief Financial Officer