Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2026, the stockholders of OS Therapies Incorporated (the "Company") approved and adopted the amendment and restatement of the Company's 2023 Incentive Compensation Plan, as amended (the "Amended and Restated Plan"), at its 2026 annual meeting of stockholders (the "Annual Meeting"). A summary of the material terms of the Amended and Restated Plan is included under the heading "Proposal No. 2: The Amended and Restated Plan Proposal" in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on July 24, 2026 (the "Proxy Statement"). The summary is qualified in its entirety by reference to the full text of the Amended and Restated Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on September 9, 2026. At the Annual Meeting, the Company's stockholders were asked to vote upon:
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1.
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The election of six directors, each to serve until the Company's 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Paul A. Romness, John Ciccio, Craig Eagle, Avril McKean Dieser, Olivier R. Jarry and Theodore F. Search;
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2.
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The approval of the Amended and Restated Plan; and
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3.
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The ratification of the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
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The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 26,059,902 of the 46,205,601 shares of the Company's common stock entitled to vote, were as follows:
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1.
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The stockholders approved the election of each of the director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:
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For
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Withheld
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Broker
Non-Votes
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Paul A. Romness
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7,336,591
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67,922
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18,655,389
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John Ciccio
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7,110,791
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293,722
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18,655,389
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Craig Eagle
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7,336,860
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67,653
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18,655,389
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Avril McKean Dieser
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7,336,889
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67,624
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18,655,389
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Olivier R. Jarry
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7,336,925
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67,588
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18,655,389
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Theodore F. Search
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7,336,522
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67,991
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18,655,389
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2.
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The stockholders approved the Amended and Restated Plan, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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4,515,930
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885,667
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2,002,913
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18,655,392
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3.
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The stockholders ratified the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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25,689,179
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340,644
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30,079
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-
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