Coherus Oncology Shareholders Approve Key Measures, Delay Stock Option Repricing Vote

Coherus Oncology (NASDAQ:CHRS) held its 2026 annual meeting of stockholders virtually on May 27, with shareholders approving four proposals and the company adjourning a separate vote tied to certain outstanding stock options until May 29.

Denny Lanfear, founder, president, chief executive officer and chairman of the board, chaired the meeting. He said the company was conducting the annual meeting through a web portal and asked participants to follow the posted rules of conduct. The meeting also included Benjamin Potter, a partner at Latham & Watkins LLP and secretary of the company; Lou Larson, a representative of Broadridge Financial Solutions serving as inspector of election; Marcus Leonard, a partner at Ernst & Young LLP, the company’s independent registered public accounting firm; and Bryan McMichael, Coherus Oncology’s chief financial officer.

Quorum Established for Annual Meeting

Potter reported that Broadridge had confirmed a complete list of stockholders of record as of April 16, 2026, the record date for the meeting. He said Broadridge certified that notice of the annual meeting was mailed beginning April 20, 2026, to all stockholders of record as of the close of business on April 16.

Potter also said that, as of the record date, 154,217,609 shares of the company’s common stock were outstanding and eligible to vote. A majority of those shares was needed for a quorum. Based on proxies received, Potter said a quorum was present, allowing the meeting to proceed.

Stockholders Approve Four Proposals

Lanfear outlined the matters before stockholders, including the election of two Class III directors, ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026, a non-binding advisory vote approving compensation for named executive officers, and an increase in shares reserved for issuance under the company’s amended and restated 2014 Equity Incentive Award Plan.

The nominees for Class III director were Dennis M. Lanfear and Mats L. Wahlström, who were nominated to serve until the 2029 annual meeting of stockholders or until their successors are elected. Lanfear said no advance notice had been received from stockholders seeking to nominate additional director candidates.

Larson later reported preliminary voting results showing that all four proposals presented at the meeting were approved:

  • The election of Dennis M. Lanfear and Mats L. Wahlström to the board of directors;
  • The ratification of Ernst & Young LLP as the independent registered accounting firm for fiscal 2026;
  • The non-binding advisory resolution approving compensation of the company’s named executive officers;
  • The approval of an increase in the number of shares reserved for issuance under the 2014 Equity Incentive Award Plan.

The company said the results recited at the meeting were preliminary. A final report and certification from the inspector of election will be made available after certification, and a full tally of votes will be published in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission within four business days.

Stock Option Repricing Vote Adjourned

Lanfear said the company would not place before the meeting a proposal to approve a reduction in the exercise price of certain outstanding stock options, in order to ensure that all votes had been counted. The meeting was adjourned only with respect to that proposal until 3:00 p.m. Pacific Time on Friday, May 29, 2026.

Potter said the reconvened meeting would be held at the same web address as the May 27 meeting. Holders of record as of April 16, 2026, will remain eligible to vote on the adjourned proposal in the manners described in the company’s definitive proxy statement filed with the SEC on April 20, 2026.

Lanfear said the company would hold a question-and-answer session after all voting is completed and the annual meeting is concluded. He then adjourned the meeting until May 29.

About Coherus Oncology (NASDAQ:CHRS)

Coherus Oncology, Inc is a commercial-stage biopharmaceutical company focused on the development, manufacturing and commercialization of biologic therapies for oncology support and immuno-oncology. Founded in 2010 and headquartered in Redwood City, California, Coherus specializes in biosimilar versions of established oncology agents as well as novel immunotherapy candidates.

The company’s lead marketed products include Udenyca (pegfilgrastim-cbqv) and Fulphila (pegfilgrastim-jmdb), biosimilars to Amgen’s Neulasta, which are designed to reduce the incidence of infection in patients undergoing myelosuppressive chemotherapy.