Arcturus Therapeutics (ARCT) holders elect board, approve pay and auditor
Rhea-AI Filing Summary
Arcturus Therapeutics Holdings Inc. reported the results of its 2026 annual meeting of stockholders. A quorum was present, with 21,435,189 shares represented out of 28,423,069 shares entitled to vote. Stockholders elected eight directors, each receiving more than 15.5 million votes in favor and remaining in office until the 2027 annual meeting. They also approved, on a non-binding advisory basis, the company’s named executive officer compensation, with 15,254,240 votes for and 327,647 against. In addition, stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 21,378,017 votes for and minimal opposition.
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8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares entitled to vote: 28,423,069 shares
Shares present: 21,435,189 shares
Votes for directors (range): 15,521,066–15,660,970 votes
+4 more
7 metrics
Shares entitled to vote
28,423,069 shares
Common stock entitled to vote at 2026 annual meeting
Shares present
21,435,189 shares
Shares present in person or by proxy at meeting
Votes for directors (range)
15,521,066–15,660,970 votes
For votes received by each of eight director nominees
Say-on-pay for votes
15,254,240 votes
Non-binding advisory approval of executive compensation
Say-on-pay against votes
327,647 votes
Non-binding advisory vote opposing executive compensation
Auditor ratification for votes
21,378,017 votes
Ratification of Deloitte & Touche LLP for fiscal 2026
Auditor ratification against votes
46,823 votes
Votes against ratification of Deloitte & Touche LLP
Key Terms
broker non-votes, non-binding advisory basis, named executive officer compensation, say-on-pay, +1 more
5 terms
broker non-votes financial
"Broker Non-Votes Approval of the election of the following individuals as directors"
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.
non-binding advisory basis financial
"To approve, on a non-binding advisory basis, the resolution approving named executive officer compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
named executive officer compensation financial
"the resolution approving named executive officer compensation , referred to as “say-on-pay”"
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
say-on-pay financial
"named executive officer compensation , referred to as “say-on-pay,” as provided in Proposal Number 2"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
independent registered public accounting firm financial
"Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Arcturus Therapeutics (ARCT) stockholders vote on at the 2026 annual meeting?
Stockholders voted on electing eight directors, approving a non-binding advisory resolution on named executive officer compensation, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.
Were all Arcturus Therapeutics (ARCT) director nominees elected at the 2026 meeting?
Yes, all eight director nominees received strong support, each with over 15.5 million votes in favor and relatively small withhold votes, and will serve until the 2027 annual meeting and until their respective successors are elected and qualified.
Did Arcturus Therapeutics (ARCT) stockholders approve the 2026 say-on-pay vote?
Yes, the advisory vote on named executive officer compensation passed with 15,254,240 votes for, 327,647 votes against, 176,375 abstentions, and 5,676,927 broker non-votes, indicating stockholder support for the company’s executive pay practices.
Which auditor did Arcturus Therapeutics (ARCT) stockholders ratify for fiscal 2026?
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 21,378,017 votes for, 46,823 votes against, and 10,349 abstentions, and no broker non-votes reported.