CUE Cue Biopharma, Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Special Meeting of Stockholders of Cue Biopharma, Inc. (the “Company”) held on June 1, 2026 (the “Special Meeting”), the Company’s stockholders approved the Cue Biopharma, Inc. 2026 Stock Incentive Plan (the “2026 Plan”), which had previously been adopted by the Board, subject to stockholder approval.

The description of the 2026 Plan contained on pages 16-31 of the Company’s definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on May 21, 2026 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the 2026 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The certified results of the matters voted upon at the Special Meeting, which are more fully described in the Proxy Statement are as follows (where applicable, voting results reflect fractional shares rounded down to the nearest whole share):

1. The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(a), (c) and (d), the issuance of shares of common stock upon the exercise of certain warrants issued by the Company in May 2026 in connection with a licensing transaction and related private placement (“Proposal 1”), with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

1,782,133

113,311

1,013

-

2. The Company’s stockholders approved the 2026 Plan (“Proposal 2”), with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

1,261,296

632,474

2,687

-

3. The Company’s stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, Proposal 1 and/or Proposal 2 (“Proposal 3”), with votes cast as follows:

For

Against

Abstain

Broker Non-Votes

1,302,751

582,084

11,622

-

Because there were sufficient votes at the time of the Special Meeting to approve each of Proposal 1 and Proposal 2, a vote on Proposal 3, which was approved, was not necessary or applicable.

Item 9.01. Financial Statements and Exhibits

Exhibit No.

Description

10.1

Cue Biopharma, Inc. 2026 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement (File No. 001-38327) filed with the Securities and Exchange Commission on May 21, 2026)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)