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Get filing alertsShuttle Pharma shareholders authorize reverse split up to 1-for-150 at board discretion
Filed May 27, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Board granted authority to execute one or more reverse stock splits at cumulative ratios between 1-for-2 and 1-for-150, with timing and ratio at management's discretion (90.5% approval, 55.1% of shares outstanding).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay vote passed with 95.0% support (2,650,932 For, 39,906 Against, 101,870 Abstentions), representing 47.8% of the 5,546,309 shares outstanding.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Four directors elected with support ranging from 93.9% to 95.4% of votes cast: Christopher Cooper (2,621,457 For), Adam Chambers (2,616,680 For), George Scorsis (2,664,628 For), and Angel Liriano (2,664,666 For), with 582,364 broker non-votes on each.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Forvis Mazars, LLP ratified as independent auditor for fiscal 2026 with 99.6% approval (3,191,174 For, 12,417 Against, 171,481 Abstentions).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Shuttle Pharmaceuticals' annual meeting produced one material outcome: shareholders granted the board sweeping authority to execute reverse stock splits at ratios up to 1-for-150, with full discretion over timing and magnitude.
The 90.5% approval reflects strong shareholder support for management flexibility to address potential Nasdaq listing compliance issues or share price concerns, though the broad range (1-for-2 to 1-for-150) leaves considerable uncertainty about dilution impact and signals possible near-term execution. Routine governance matters passed without controversy.
Director elections saw healthy support (93.9%–95.4%), say-on-pay approval reached 95.0%, and auditor ratification passed at 99.6%. The 60.85% quorum (3,375,072 of 5,546,309 shares outstanding) was sufficient for all business. Broker non-votes on governance items (582,364 shares) indicate typical retail non-participation in non-routine matters. The reverse-split authorization is the item to watch: execution would reset the share structure and could trigger immediate price volatility.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
SHPH held its 2026 annual meeting with 60.85% quorum, electing four directors and approving auditor, say-on-pay, and reverse-split authority.
Added in current filing · verify on EDGAR →
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
All four director nominees were elected: Christopher Cooper, Adam Chambers, George Scorsis, and Angel Liriano. Support ranged from 93.9% to 95.4% of votes cast (For divided by For plus Withheld). As a percentage of the 5,546,309 shares outstanding disclosed in the filing, support ranged from 47.2% to 48.0% of total shares.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
For | Against | Abstentions | 3,191,174 | 12,417 | 171,481
Shareholders ratified Forvis Mazars, LLP as independent auditor for fiscal 2026. The proposal passed with 99.6% of votes cast (For divided by For plus Against plus Abstentions). This represents 57.5% of the 5,546,309 shares outstanding.
Added in current filing · verify on EDGAR →
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 annual meeting achieved a quorum with 3,375,072 shares represented, or 60.85% of the 5,546,309 shares outstanding. This turnout level was sufficient to conduct all business.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify