Shuttle Pharmaceuticals Holdings Inc.

05/27/2026 | Press release | Distributed by Public on 05/27/2026 07:00

Proxy Results (Form 8-K)

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

On May 21, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Meeting").

As of March 25, 2026, the record date for the Meeting, there were 5,546,309 shares of the Company's common stock, par value $0.00001 per share ("Common Stock"), were issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At the Meeting, the stockholders holding an aggregate of 3,375,072 shares of Common Stock entitled to vote at the Meeting were represented in person or by proxy, representing approximately 60.85% of the outstanding shares of Common Stock, and thereby a quorum was present for the Meeting.

The final results for each of the proposals considered at the Meeting are set forth below, as certified by the inspector of elections for the Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on April 20, 2026 (the "Proxy Statement")

Proposal No. 1: Election of Directors

Nominee Name For Withheld Broker Non-Votes
Christopher Cooper 2,621,457 171,251 582,364
Adam Chambers 2,616,680 176,028 582,364
George Scorsis 2,664,628 128,080 582,364
Angel Liriano 2,664,666 128,042 582,364

A plurality of the votes cast at the Meeting was required to approve the election of each of the nominees listed above as directors to serve until the 2027 annual meeting of the Company's stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal ("Proposal No. 1"). Accordingly, Proposal No. 1 was approved and the four nominees elected at the Meeting commenced their respective terms at the end of the Meeting.

Proposal No. 2: Ratification of Appointment of Forvis Mazars, LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026.

For Against Abstentions
3,191,174 12,417 171,481

A majority of the shares present in person or by proxy and entitled to vote at the Meeting was required to ratify the appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 ("Proposal No. 2"). Accordingly, Proposal No. 2 was approved.

Proposal No. 3: Advisory Vote on Executive Compensation ("Say on Pay")

For Against Abstentions Broker Non-Votes
2,650,932 39,906 101,870 582,364

The proposal to approve the compensation of the Company's named executive officers, as disclosed in the Proxy Statement ("Proposal No. 3"), was approved on an advisory basis by a majority of the shares present in person or by proxy and entitled to vote at the Meeting. This vote is not binding on the Company. However, the compensation committee of the Company's board of directors will consider the outcome of Proposal No. 3 when considering future executive compensation arrangements.

Proposal No. 4: Authorization of the Board of Directors to Effect one or more Reverse Stock Split(s) of the Common Stock at a Ratio Between 1-for-2 and 1-for-150

For Against Abstentions
3,055,436 119,431 200,205

A majority of the votes cast at the Meeting was required to approve the proposal to authorize the Company's board of directors ("Board") to amend the Company's amended and restated certificate of incorporation to effect one or more reverse stock splits of the Common Stock by a cumulative ratio in the range of 1-for-2 and 1-for-150, to be effectuated at the Board's discretion when and as needed ("Proposal No. 4"). Accordingly, Proposal No. 4 was approved.

Proposal No. 5: Approval of Adjournment of the Meeting

For Against Abstentions
3,077,059 85,755 212,258

Although the proposal to adjourn the Meeting ("Proposal No. 5") was deemed not necessary because there was a quorum present and there were sufficient votes at the time of the Meeting to approve all other proposals, a majority of shares present in person or by proxy and entitled to vote at the Meeting approved Proposal No. 5.

Shuttle Pharmaceuticals Holdings Inc. published this content on May 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 27, 2026 at 13:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]