---
schema_version: "secwatch.filing_event.v1"
accession: "0001558370-23-011151"
form_type: "8-K/A"
ticker: "CAPR"
cik: "0001133869"
company_name: "CAPRICOR THERAPEUTICS, INC."
filed_at: "2023-06-15T23:59:59+00:00"
generated_at: "2026-06-13T23:42:25.186011+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Capricor amends 8-K: officer exculpation proposal did not pass, correcting prior report

## Summary
- Proposal 4 (officer exculpation amendment) failed: 5,037,656 for, 1,816,404 against, 103,335 abstain, 9,390,464 broker non-votes.
- All other proposals passed: directors elected, auditor ratified, executive compensation approved.
- Original 8-K incorrectly reported Proposal 4 as passing; this amendment corrects the vote outcome.
- Annual meeting held June 12, 2023; 16,347,859 shares voted of 25,269,926 entitled.

## SEC filing metadata
- accession: 0001558370-23-011151
- form_type: 8-K/A
- ticker: CAPR
- cik: 0001133869
- company_name: CAPRICOR THERAPEUTICS, INC.
- filed_at: 2023-06-15T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1133869/000155837023011151/0001558370-23-011151-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1133869/000155837023011151/capr-20230612x8ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001558370-23-011151
- JSON: https://secwatch.observer/filing/0001558370-23-011151.json
- Plain text: https://secwatch.observer/filing/0001558370-23-011151.txt

## Key facts
- Shareholder Votes
  CAPRICOR THERAPEUTICS, INC. shareholders approved Election of seven nominees to the Board of Directors at the 2023-06-12 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-12
  source text: 1. Each of Dr. Litvack, Dr. Marbán, Ms. Es Sabar, and Messrs. Musket, Dunbar, Manzo, and Collier were elected as directors of the Company to serve until the 2024 annual meeting of stockholders, and until his or her successor is elected, or until his or her earlier death, resignation or removal, as follows: ​ ​ ​ ​ ​ FOR WITHHELD BROKER NON-VOTES Frank Litvack, M.D. 5,848,468 1,108,927 9,390,464 Linda Marbán, Ph.D. 5,897,612 1,059,784 9,390,463 David B. Musket 4,907,731 2,049,664 9,390,464 George W. Dunbar, Jr. 5,838,850 1,118,545 9,390,464 Louis Manzo 5,887,307 1,070,088 9,390,464 Earl M. (Duke) Collier, Jr. 5,439,575 1,517,820 9,390,464 Karimah Es Sabar 5,899,808 1,057,588 9,390,463
  evidence_url: https://www.sec.gov/Archives/edgar/data/1133869/000155837023011151/0001558370-23-011151-index.htm
- Shareholder Votes
  CAPRICOR THERAPEUTICS, INC. shareholders rejected Amendment to Certificate of Incorporation regarding officer exculpation at the 2023-06-12 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-06-12
  source text: 4. The Company’s stockholders did not approve an amendment to the Certificate of Incorporation regarding officer exculpation. The votes were cast as follows: ​ ​ ​ ​ FOR AGAINST ABSTAIN BROKER NON-VOTES 5,037,656 1,816,404 103,335 9,390,464
  evidence_url: https://www.sec.gov/Archives/edgar/data/1133869/000155837023011151/0001558370-23-011151-index.htm
- Shareholder Votes
  CAPRICOR THERAPEUTICS, INC. shareholders approved Ratification of appointment of Rose, Snyder & Jacobs LLP as independent registered public accounting firm at the 2023-06-12 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-12
  source text: 2. The appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified as follows: ​ ​ ​ ​ FOR AGAINST ABSTAIN BROKER NON-VOTES 14,556,113 448,170 1,343,576 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1133869/000155837023011151/0001558370-23-011151-index.htm
- Shareholder Votes
  CAPRICOR THERAPEUTICS, INC. shareholders approved Advisory vote to approve named executive officer compensation at the 2023-06-12 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-12
  source text: 3. The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows: ​ ​ ​ ​ FOR AGAINST ABSTAIN BROKER NON-VOTES 4,328,964 2,446,891 181,541 9,390,463
  evidence_url: https://www.sec.gov/Archives/edgar/data/1133869/000155837023011151/0001558370-23-011151-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.