Annovis Bio (NYSE: ANVS) holders expand equity plan and set biennial say-on-pay

Rhea-AI Filing Summary

Annovis Bio, Inc. reported the results of its 2026 Annual Meeting of Stockholders, where all five proposals received the required stockholder approval. Stockholders elected five directors for one-year terms and ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm.

Investors also approved an amendment to the 2019 Equity Incentive Plan, increasing the total shares available from 4,000,000 to 5,500,000 and raising the maximum annual award from 400,000 to 600,000 shares. Stockholders gave advisory approval to executive compensation and recommended holding future say‑on‑pay votes every two years, a frequency the board has adopted until the next required vote on this topic.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented: 21,705,113 shares Meeting participation: 62.65% Equity plan pool: 5,500,000 shares +5 more

8 metrics

Shares represented 21,705,113 shares Common stock represented at 2026 Annual Meeting; 62.65% of outstanding

Meeting participation 62.65% Percentage of common stock outstanding represented as of April 28, 2026

Equity plan pool 5,500,000 shares Total shares that may be issued under 2019 Equity Incentive Plan after amendment

Prior equity plan pool 4,000,000 shares Shares previously authorized under 2019 Equity Incentive Plan before increase

Max annual award 600,000 shares New maximum number of shares that may be awarded in any one year

Prior max annual award 400,000 shares Previous maximum number of shares that could be awarded in one year

Auditor ratification votes for 20,634,176 votes Votes cast in favor of ratifying Ernst & Young LLP

Equity plan amendment votes for 8,089,891 votes Votes in favor of amending the 2019 Equity Incentive Plan

Key Terms

Annual Meeting of Stockholders, 2019 Equity Incentive Plan, advisory (non-binding) vote, broker non-vote, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 17, 2026, Annovis Bio, Inc. held its 2026 Annual Meeting of Stockholders virtually."

2019 Equity Incentive Plan financial

"Amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan to increase the number of shares that may be issued under the Plan."

advisory (non-binding) vote financial

"The compensation of the Company’s named executive officers was approved by the stockholders on an advisory (non-binding basis)."

broker non-vote financial

"For, Against, Abstain, Broker Non-Vote 8,067,931, 901,342, 185,701, 12,550,139."

emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

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.

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Understanding 8-K Material Events →

Available on EDGAR 06/17/2026 - 04:51 PM Accepted by SEC EDGAR 06/17/2026 - 04:50 PM Learn about SEC filing dates

FAQ

What did Annovis Bio (ANVS) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all five proposals, including electing five directors, ratifying Ernst & Young LLP, amending the 2019 Equity Incentive Plan, approving executive compensation on an advisory basis, and selecting a two-year frequency for future advisory votes on executive pay.

How many shares were represented at the Annovis Bio (ANVS) 2026 Annual Meeting?

A total of 21,705,113 shares of common stock were represented, equal to 62.65% of shares outstanding as of April 28, 2026, the record date. This level of participation provided a quorum for voting on all annual meeting proposals.

What changes were made to the Annovis Bio (ANVS) 2019 Equity Incentive Plan?

Stockholders approved increasing the shares available under the 2019 Equity Incentive Plan from 4,000,000 to 5,500,000 and raising the maximum award per year from 400,000 to 600,000 shares, expanding the company’s ability to grant equity-based compensation.

How did Annovis Bio (ANVS) stockholders vote on executive compensation?

On an advisory basis, 8,067,931 votes were cast for, 901,342 against, and 185,701 abstained on named executive officer compensation, with 12,550,139 broker non-votes. This indicates majority support for the company’s executive pay program in the 2026 vote.

What frequency did Annovis Bio (ANVS) stockholders choose for say-on-pay votes?

Stockholders favored a two-year frequency, with 5,390,514 votes for two years versus 2,526,008 for one year and 1,086,528 for three years. The board decided to hold advisory executive compensation votes every two years consistent with this preference.

Were Annovis Bio (ANVS) directors re-elected at the 2026 Annual Meeting?

All five nominees, including Michael Hoffman and Maria Maccecchini, were elected for one-year terms. Each received more votes “for” than “withheld,” along with 12,550,140 broker non-votes recorded for each director election item in the meeting results.

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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): June 17, 2026

ANNOVIS BIO, INC.

(Exact Name of Registrant as Specified in Charter) 

Delaware	001-39202	26-2540421
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

101 Lindenwood Drive, Suite 225
Malvern, PA 19355

(Address of Principal Executive Offices, and Zip Code)

(484) 875-3192

Registrant’s Telephone Number, Including Area Code

                       Not Applicable                       

(Former Name or Former Address, if Changed Since Last Report) 

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 $0.0001 per share	ANVS	New York Stock Exchange

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 (see General Instruction A.2. below):

¨ 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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 June 17, 2026, Annovis Bio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. At the Annual Meeting, five proposals were submitted to the Company’s stockholders and all matters voted upon were approved with the required votes. The proposals are outlined below and further described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026.

At the Annual Meeting, a total of 21,705,113 shares of the Company’s common stock, or 62.65% of the common stock outstanding as of April 28, 2026, the record date for the Annual Meeting, were represented virtually or by proxy.

The following is a brief description of the final voting results for each of the five proposals submitted at the Annual Meeting on June 17, 2026:

1. Election of Directors

All of the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.

Nominees:		For		Withold		Broker Non-Vote
Michael Hoffman		8,604,453		550,520		12,550,140
Maria Maccecchini		8,588,620		566,353		12,550,140
Claudine Bruck		8,666,606		488,367		12,550,140
Reid McCarthy		8,591,131		563,842		12,550,140
Mark White		8,204,328		950,645		12,550,140

2. Ratification of the Company’s Independent Auditors

The ratification of the appointment of Ernst & Young LLP was approved by stockholders by the following vote:

For		Against		Abstain
20,634,176		568,155		502,782

3. Amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan

The amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan to increase the number of shares that may be issued under the Plan from 4,000,000 to 5,500,000 and to increase the maximum number of shares that may be awarded in any one year from 400,000 to 600,000 shares, was approved by stockholders by the following vote:

For		Against		Abstain		Broker Non-Vote
8,089,891		899,671		165,409		12,550,142

4. ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

The compensation of the Company’s named executive officers was approved by the stockholders on an advisory (non-binding basis), by the following vote:

Broker Non-Vote

For		Against		Abstain		Broker Non-Vote
8,067,931		901,342		185,701		12,550,139

5. ADVISORY (NON-BINDING) VOTE ON THE PREFERRED FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

“TWO YEARS” as the preferred frequency on the compensation of the Company’s named executive officers was approved by stockholders on an advisory (non-binding basis), by the following vote:

1-Year		2-Years		3-Years		Abstain		Broker Non-Vote
2,526,008		5,390,514		1,086,528		151,922		12,550,141

(d)  In light of this vote, and consistent with the recommendation of the Board of Directors, the Company has determined that it will include a stockholder advisory vote on executive compensation in its proxy materials every two years until the next required advisory vote on the frequency of such votes occurs, or until the Board of Directors otherwise determines a different frequency for such votes.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	ANNOVIS BIO, INC.
Date: June 17, 2026
	By:	/s/ Maria Maccecchini
	Name:	Maria Maccecchini
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB