TG THERAPEUTICS, INC.

8-K · tgtx20260612_8k.htm iXBRL

0001001316

 2026-06-11
 2026-06-11

  

 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 11, 2026

  

 TG Therapeutics, Inc.

 (Exact Name of Registrant as Specified in Charter)

  

 Delaware

 001-32639

 36-3898269

 (State or Other Jurisdiction

 (Commission File Number)

 (IRS Employer Identification No.)

 of Incorporation)

  
  

  

 3020 Carrington Mill Blvd, Suite 475

 Morrisville , North Carolina 27560

 (Address of Principal Executive Offices)

  

 ( 212 ) 554-4484

 (Registrant's telephone number, including area code)

  

 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-2b 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 filed pursuant to Section 12(b) of the Act:

  

 Title of Class

 Trading Symbol(s)

 Exchange Name

 Common Stock

 TGTX

 Nasdaq Capital Market

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 Thursday, June 11, 2026, at 9:30 a.m. Eastern Time, by means of an online meeting platform, TG Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting. Stockholders representing 113,003,414, or 73.81%, of the 153,093,879 outstanding shares were present in person or by proxy, constituting a quorum under applicable law. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “SEC”). Each of the proposals below are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting, filed with the SEC on April 30, 2026. At the 2026 Annual Meeting, all of the proposals were approved except for proposal 3.

  

 The results are as follows:

  

 Proposal 1

  

 The votes with respect to the election of the six directors to hold office until the 2027 annual meeting were as follows:

 Director

 Votes For

 % Voted For

 Votes Withheld

 % Voted Withheld

 Broker Non-Votes

 Michael S. Weiss

 72,172,630

 88.63%

 9,260,279

 11.37%

 31,570,505

 Laurence N. Charney

 68,135,448

 83.67%

 13,297,461

 16.33%

 31,570,505

 Yann Echelard

 64,110,661

 78.73%

 17,322,248

 21.27%

 31,570,505

 Kenneth Hoberman

 53,354,717

 65.52%

 28,078,192

 34.48%

 31,570,505

 Daniel Hume

 63,979,535

 78.57%

 17,453,374

 21.43%

 31,570,505

 Sagar Lonial, MD

 44,666,544

 54.85%

 36,766,365

 45.15%

 31,570,505

  

  

 Proposal 2

  

 The vote with respect to the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was as follows:

  

 Total Votes For

 Total Votes Against

 Abstentions

 Broker Non-Votes

 112,329,330

 531,758

 142,326

 --

  

  

 Proposal 3

  

 The advisory vote to approve the compensation of the Company’s named executive officers was as follows:

  

 Total Votes For

 Total Votes Against

 Abstentions

 Broker Non-Votes

 31,905,837

 48,858,169

 668,903

 31,570,505

  

  

  

  

 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.

  

  

  

 TG THERAPEUTICS, INC.

  

  
 (Registrant)
  

  

  

  

  

  

  

  

  

 Date: June 12, 2026

 By:

 /s/ Sean A. Power

  

  
 Name:
 Sean A. Power
  

  
 Title:
 Chief Financial Officer