Profound Medical Corp.

false 0001628808 A6 0001628808 2026-05-13 2026-05-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): May 13, 2026 PROFOUND MEDICAL CORP. (Exact name of Registrant as Specified in Its Charter) Ontario , Canada 001-39032 Not Applicable (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2400 Skymark Avenue, Unit 6 Mississauga , Ontario , Canada L4W 5K5 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 647 - 476-1350 (Former Name or Former Address, if Changed Since Last Report) 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-2(b) 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 registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares PROF The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 At the 2026 Annual General and Special Meeting of Shareholders of Profound Medical Corp. (the “Company”) held on May 13, 2026, the holders of common shares of the Company voted on: (1) eight director nominees to be elected to the Board of Directors of the Company (the “Board”) to serve until the close of the Company’s next annual meeting of shareholders or until their respective successors have been appointed; (2) the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company’s next annual meeting of shareholders at such remuneration to be fixed by the Board; and (3) an ordinary resolution approving all unallocated restricted share units and deferred share units under the Company’s long-term incentive plan. The items of business are further described in the Company’s management information circular filed as Exhibit 99.1 to this Current Report on Form 8-K. The tables below set forth the number of votes cast for, against or withheld, for each matter voted on by the Company’s shareholders. 1. Election of Directors Each of the eight nominees listed below was elected as director of the Company to hold office until the Company’s next annual meeting of shareholders or until their successor is duly appointed. Nominee For % For Withheld % Withheld Arun Menawat 12,773,374 90.257 1,378,792 9.743 Brian Ellacott 11,541,684 81.554 2,610,482 18.446 Cynthia Lavoie 11,586,793 81.873 2,565,373 18.127 Murielle Lortie 11,586,693 81.872 2,565,473 18.128 Arthur Rosenthal 11,180,113 78.999 2,972,053 21.001 Frank Baylis 12,945,473 91.473 1,206,693 8.527 Thomas Wellner 12,948,509 91.495 1,203,657 8.505 Vafa Jamali 12,885,003 91.046 1,267,163 8.954 2. Appointment of Auditors The shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company’s next annual meeting of shareholders at such remuneration to be fixed by the Board. Votes For % For Votes Withheld % Withheld 25,193,910 99.497 127,301 0.503 3. Approval of Unallocated Restricted Share Units and Deferred Share Units under the Long-Term Incentive Plan The shareholders approved an ordinary resolution approving all unallocated restricted share units and deferred share units under the Company’s long-term incentive plan. Votes For % For Votes Against % Against 9,046,376 63.922 5,105,787 36.078 Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Management Information Circular 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. PROFOUND MEDICAL CORP. Date: May 15, 2026 By: /s/ Rashed Dewan Rashed Dewan Chief Financial Officer