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Actuate Therapeutics (NASDAQ: ACTU) shareholders back directors and ratify Crowe LLP as 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Actuate Therapeutics, Inc. held its virtual Annual Meeting of Stockholders on May 21, 2026. Stockholders elected two Class II directors, Aaron G.L. Fletcher, Ph.D. and Jason Keyes, each to serve three-year terms ending at the 2029 Annual Meeting, continuing until their successors are elected and qualified.

Fletcher received 14,877,247 votes for and 1,883,025 withheld, with 1,871,309 broker non-votes. Keyes received 16,727,875 votes for and 32,397 withheld, with 1,871,309 broker non-votes. Stockholders also ratified Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 18,571,817 votes for, 50,023 against, and 9,741 abstentions.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Fletcher 14,877,247 votes Election of Aaron G.L. Fletcher, Ph.D. as Class II director
Votes withheld Fletcher 1,883,025 votes Election of Aaron G.L. Fletcher, Ph.D.
Votes for Keyes 16,727,875 votes Election of Jason Keyes as Class II director
Votes withheld Keyes 32,397 votes Election of Jason Keyes
Broker non-votes directors 1,871,309 votes Broker non-votes on each director election
Votes for auditor 18,571,817 votes Ratification of Crowe LLP as auditor for 2026
Votes against auditor 50,023 votes Ratification of Crowe LLP
Abstentions auditor 9,741 votes Ratification of Crowe LLP
Annual Meeting of Stockholders financial
"hosted its Annual Meeting of Stockholders (“Annual Meeting”) virtually"
Class II director financial
"elected each of the two Class II director nominees listed below"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
broker non-votes financial
"Jason Keyes | 16,727,875 | 32,397 | 1,871,309"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 21, 2026

 

 

 

Actuate Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware 001-42139 47-3044785

(State or Other Jurisdiction

of Incorporation)

 (Commission
File Number)		 (IRS Employer
Identification No.)

 

1751 River Run, Suite 400
Fort Worth, Texas

 

76107
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (817) 887-8455

 

N/A

(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 communication 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 Stock, par value $0.000001 per share   ACTU   The Nasdaq Stock Market LLC
         

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 x

 

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.

 

On May 21, 2026, Actuate Therapeutics, Inc. (the “Company”) hosted its Annual Meeting of Stockholders (“Annual Meeting”) virtually. At the Annual Meeting, the Company's stockholders (i) elected each of the two Class II director nominees listed below to the Company's Board of Directors, each to serve for a three-year term until the 2029 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified; and (ii) ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results regarding each proposal are set forth below.

 

(i)The voting results with respect to the election of each director were as follows:

 

Nominees For Withheld Broker Non-Votes
Aaron G.L. Fletcher, Ph.D. 14,877,247 1,883,025 1,871,309
Jason Keyes 16,727,875 32,397 1,871,309

 

(ii)The voting results with respect to the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 were as follows:

 

For Against Abstain Broker Non-Votes
18,571,817 50,023 9,741 -

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

  Actuate Therapeutics, Inc.
   
Date: May 22, 2026 By: /s/ Daniel M. Schmitt
    Name: Daniel M. Schmitt
  Title: President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

FAQ

What did Actuate Therapeutics (ACTU) stockholders approve at the 2026 Annual Meeting?

Stockholders elected two Class II directors and ratified the company’s auditor. Aaron G.L. Fletcher, Ph.D. and Jason Keyes were elected to three-year terms, and Crowe LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How did Actuate Therapeutics (ACTU) stockholders vote on director Aaron G.L. Fletcher, Ph.D.?

Aaron G.L. Fletcher, Ph.D. received strong majority support. He obtained 14,877,247 votes for and 1,883,025 votes withheld, with 1,871,309 broker non-votes recorded, confirming his election as a Class II director for a term ending at the 2029 Annual Meeting.

What were the voting results for director Jason Keyes at Actuate Therapeutics (ACTU)?

Jason Keyes received broad stockholder support. He obtained 16,727,875 votes for and 32,397 votes withheld, along with 1,871,309 broker non-votes, resulting in his election as a Class II director through the 2029 Annual Meeting of Stockholders.

Which audit firm did Actuate Therapeutics (ACTU) stockholders ratify for 2026?

Stockholders ratified Crowe LLP as independent registered public accounting firm. The ratification received 18,571,817 votes for, 50,023 votes against, and 9,741 abstentions, covering the fiscal year ending December 31, 2026 for Actuate Therapeutics, Inc.

How many broker non-votes were recorded in Actuate Therapeutics’ (ACTU) director elections?

Both director elections recorded the same number of broker non-votes. For Aaron G.L. Fletcher, Ph.D. and Jason Keyes, there were 1,871,309 broker non-votes each, reflecting shares present but not voting on the director election proposals.

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