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Get filing alertsShattuck Labs shareholders approve 1.7M share increase to equity compensation plan
Filed June 2, 2026 · Period ending May 28, 2026 · ~1 min read
Key Changes
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Stockholders approved adding 1,691,082 shares to the 2020 Equity Incentive Plan and extending it to 2036, increasing potential dilution but giving management more tools to retain talent through stock-based compensation.
Item 5.07 verify on EDGAR → -
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Three Class III directors elected to the board: Taylor Schreiber, Helen Boudreau, and Clay Siegall, all receiving majority shareholder support in routine annual voting.
Item 5.07 verify on EDGAR → -
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KPMG LLP ratified as independent auditor with 64.8M votes in favor, confirming the audit committee's selection for another year.
Item 5.07 verify on EDGAR → -
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Shareholders voted to hold advisory votes on executive compensation annually going forward, establishing the frequency for future say-on-pay votes.
Item 5.07 verify on EDGAR →
Summary
Shattuck Labs held its annual stockholder meeting on May 28, 2026, where shareholders approved several routine governance matters. The most material outcome was approval of an amendment to the company's 2020 Equity Incentive Plan, which adds 1,691,082 shares to the pool available for employee stock grants and extends the plan's term through March 2036. This represents additional dilution for existing shareholders—roughly 2-3% depending on the current share count—but provides the biotech company with more flexibility to attract and retain employees through equity compensation, which is standard practice in the industry.
For retail investors, the key takeaway is modest near-term dilution in exchange for the company's ability to compete for talent without burning cash on higher salaries. The vote results show some shareholder opposition (10.7M votes against the equity plan amendment), suggesting not all investors were comfortable with the dilution. Watch the company's next proxy filing to see how aggressively management uses these new shares and whether the automatic annual increase formula results in meaningful ongoing dilution.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan (as so amended, the “Plan”) to revise the calculation of the automatic annual increase in the number of shares of common stock available for issuance, increase the number of shares available for issuance under the Plan by 1,691,082 shares, and extend the Plan’s term to March 23, 2036.
Stockholders approved changes to the company's equity compensation plan. The plan now has 1,691,082 additional shares available for employee stock grants, the formula for automatic annual share increases was revised, and the plan's expiration was extended to March 2036. This increases potential dilution to existing shareholders but provides the company more flexibility to compensate and retain employees with equity.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting results: all director nominees elected, auditor ratified, equity plan amendment approved, annual say-on-pay frequency adopted.
Added in current filing · verify on EDGAR →
Proposal 5. Approval of Amendment and Restatement of the 2020 Equity Incentive Plan 43,498,166 | 10,709,563 | 17 | 10,607,421
Shareholders approved an amendment and restatement of the 2020 Equity Incentive Plan with 43,498,166 votes for and 10,709,563 against. This likely increases the share reserve available for employee equity compensation, though the specific terms are not detailed in this filing.
Show 2 minor / wording changes
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Proposal 1. Election of Class III Director Nominees • | Taylor Schreiber, M.D., Ph.D. | 51,347,234 | 2,860,512 | 10,607,421 | • Helen M. Boudreau 50,110,095 | 4,097,651 | 10,607,421 | • | Clay Siegall, Ph.D. | 50,388,129 | 3,819,617 | 10,607,421
Three Class III directors were elected at the annual meeting: Taylor Schreiber, Helen Boudreau, and Clay Siegall. All three nominees received majority support from voting shareholders, with Schreiber receiving the highest vote count at 51,347,234 votes for.
Added in current filing · verify on EDGAR →
Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation 53,948,458 | 21,627 | 237,643 | 18 | 10,607,421
Shareholders voted to hold advisory votes on executive compensation annually (53,948,458 votes for 1 year frequency). The company confirmed it will hold future say-on-pay votes annually until the next required frequency vote or until the board determines a different frequency is appropriate.
Event · Item 9.01 — Financial Statements and Exhibits
Shattuck Labs filed an amended and restated 2020 Equity Incentive Plan with no material business impact disclosed.
Added in current filing · verify on EDGAR →
Amended and Restated 2020 Equity Incentive Plan.
The company filed an amended and restated version of its 2020 Equity Incentive Plan. The 8-K provides no details about what changes were made to the plan, such as increases in share reserves, modifications to vesting terms, or changes to participant eligibility. Without the exhibit text, the materiality and investor impact cannot be assessed.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify