{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-230852","form_type":"8-K","ticker":"LRMR","cik":"0001374690","company_name":"Larimar Therapeutics, Inc.","filed_at":"2026-05-19T20:27:34+00:00","discovered_at":"2026-05-19T20:28:00.464542+00:00","generated_at":"2026-05-19T20:29:10.604417+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Larimar shareholders approve increase in authorized shares to 215M; reelect three directors","bullets":["Shareholders approved amendment increasing authorized common shares from 115M to 215M (89.7M for, 1.05M against).","Three Class III directors (Frank Thomas, Carole Ben-Maimon, Joseph Truitt) reelected with >66M votes each.","Advisory vote on executive compensation passed (73.8M for, 1.5M against); one-year frequency selected.","Ratification of PricewaterhouseCoopers as independent auditor for FY 2026 (90.8M for)."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-230852","json":"https://secwatch.observer/filing/0001193125-26-230852.json","markdown":"https://secwatch.observer/filing/0001193125-26-230852.md","text":"https://secwatch.observer/filing/0001193125-26-230852.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1374690/000119312526230852/0001193125-26-230852-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1374690/000119312526230852/lrmr-20260519.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-19T20:29:10.604417+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0b1e8c523e0c40da6dbdb0c96e306507a03be632","claim":"Larimar Therapeutics, Inc. shareholders approved Approval of an adjournment of the Annual Meeting to the extent there were insufficient votes to approve Proposal 5 at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 6 - Approval of an adjournment of the Annual Meeting. The stockholders approved an adjournment of the Annual Meeting to the extent there were insufficient votes to approve Proposal 5, but such an adjournment was not necessary in light of the approval of Proposal 5 at the Annual Meeting. The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 89,887,684 958,761 39,485 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1374690/000119312526230852/0001193125-26-230852-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"1099943ed94e21775f7a093e80071fc50c0c2b4f","claim":"Larimar Therapeutics, Inc. shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers in 2025 at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 2 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers in 2025. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers in 2025, as follows: Votes For Votes Against Abstentions Broker Non-Votes 73,822,237 1,498,429 76,010 15,489,254","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1374690/000119312526230852/0001193125-26-230852-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"2497b0ec1ba8327aa4545c37c63663c15c52b2c3","claim":"Larimar Therapeutics, Inc. shareholders approved Approval of an amendment to the Ninth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock from 115,000,000 to 215,000,000 at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 5 - Approval of an amendment to the Ninth Amended and Restated Certificate of Incorporation, as amended. The stockholders approved an amendment to the Company’s Ninth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s Common Stock from 115,000,000 to 215,000,000, as follows: Votes For Votes Against Abstentions Broker Non-Votes 89,732,486 1,046,555 106,889 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1374690/000119312526230852/0001193125-26-230852-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"6f4791f2719daaef0d7593482396f1934b619203","claim":"Larimar Therapeutics, Inc. shareholders approved Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company's named executive officers at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 3 – Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders indicated, on an advisory basis, the preferred frequency of one year for future advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows: Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes 72,645,858 71,449 2,633,106 46,263 15,489,254","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1374690/000119312526230852/0001193125-26-230852-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"857b7a31669e70d066374a7f2e3f80e5f599eafa","claim":"Larimar Therapeutics, Inc. shareholders approved Election of Class III Directors at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 1 - Election of Class III Directors. Frank Thomas, Carole S. Ben-Maimon, M.D. and Joseph Truitt were elected to the Board of Directors of the Company as Class III directors to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors, if any, are duly elected and qualified or appointed, or their earlier death, resignation, or removal, as follows: Name Votes For Votes Withheld Broker Non-Votes Frank Thomas 66,827,378 8,569,298 15,489,254 Carole S. Ben-Maimon, M.D. 67,314,208 8,082,468 15,489,254 Joseph Truitt 66,445,617 8,951,059 15,489,254","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1374690/000119312526230852/0001193125-26-230852-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"},{"claim_id":"cb260316608138558eee28770076a08485e427fc","claim":"Larimar Therapeutics, Inc. shareholders approved Ratification of Independent Registered Public Accountant at the 2026-05-19 meeting.","evidence_excerpt":"Proposal 4 - Ratification of Independent Registered Public Accountant. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified, as follows: Votes For Votes Against Abstentions Broker Non-Votes 90,784,651 72,972 28,307 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1374690/000119312526230852/0001193125-26-230852-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-19"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}