Actinium ATNM holders back board, 3-year say-on-pay cycle

Rhea-AI Filing Summary

Actinium Pharmaceuticals, Inc. reported the final results of its 2025 annual meeting of stockholders. Stockholders re-elected Class III directors Ajit S. Shetty and June S. Almenoff to serve until the 2028 annual meeting. Mr. Shetty received 5,032,369 votes for and 1,234,852 withheld, while Dr. Almenoff received 5,284,503 votes for and 982,719 withheld, with 9,354,877 broker non-votes for each.

A total of 15,494,573 shares were present in person or by proxy out of 31,195,891 shares of common stock outstanding as of the October 15, 2025 record date. Stockholders approved all proposals, including, on a non-binding basis, the compensation of named executive officers (4,481,875 for, 1,541,460 against, 243,885 abstain, and 9,354,877 broker non-votes) and three years as the frequency for future advisory votes on executive pay.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 26, 2025

ACTINIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

Delaware		001-36374		74-2963609
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Park Ave., 23rd Floor, New York, NY  10017

(Address of Principal Executive Offices)

Registrant’s telephone number: (646) 677-3870

(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 (see General Instruction A.2. below):

☐	Written communications 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 $0.001 per share		ATNM		NYSE American

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 ☐

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Class III Directors

On November 26, 2025, Actinium Pharmaceuticals, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 5, 2025 (the “Proxy Statement”), the term of each of the Company’s Class III directors was scheduled to expire at the Annual Meeting, and the Company’s board of directors (the “Board”) nominated each director for re-election at the Annual Meeting.

At the Annual Meeting, each of Ajit S. Shetty and June S. Almenoff was elected as a Class III director of the Board to serve for a term expiring at the Company’s 2028 annual meeting of stockholders.

Item 5.07 Submission of Matters to a Vote of Security Holders.

A total of 15,494,573 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), were present in person or represented by proxy at the Annual Meeting. As of the close of business on October 15, 2025, the record date for the Annual Meeting, there were 31,195,891 shares of the Company’s Common Stock issued and outstanding, with each share entitled to one vote. The matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Annual Meeting. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders at the Annual Meeting.

(1) To elect each of Dr. Ajit S. Shetty and Dr. June S. Almenoff as a Class III director to serve for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until his successor is elected and qualified or until his earlier resignation or removal:

Director		For				Withhold				Broker Non-Votes
Ajit S. Shetty			5,032,369				1,234,852				9,354,877
June S. Almenoff			5,284,503				982,719				9,354,877

(2) To ratify the appointment of CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For

Against

Abstain

Broker Non-Votes

13,724,478

1,537,998

232,097

N/A

(3) To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

For				Against				Abstain				Broker Non-Votes
	4,481,875				1,541,460				243,885				9,354,877

(4) To approve three years as the frequency for future advisory votes to approve the compensation of the Company’s named executive officers:

1 year				2 years				3 years				Abstain				Broker Non-Votes
	4,645,270				210,365				1,284,061				127,523				9,354,877

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

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.

	Actinium Pharmaceuticals, Inc.
Date: November 26, 2025	/s/ Sandesh Seth
	Name:	Sandesh Seth
	Title:	Chairman and Chief Executive Officer

FAQ

What did Actinium Pharmaceuticals (ATNM) announce in this Form 8-K?

Actinium Pharmaceuticals reported the final voting results of its 2025 annual meeting of stockholders, including director elections and advisory votes on executive compensation.

Which directors were re-elected at Actinium Pharmaceuticals' 2025 annual meeting?

Stockholders re-elected Ajit S. Shetty and June S. Almenoff as Class III directors to serve until the company’s 2028 annual meeting of stockholders.

How many Actinium (ATNM) shares were entitled to vote and how many were present?

As of the October 15, 2025 record date, 31,195,891 shares of common stock were issued and outstanding, and 15,494,573 shares were present in person or represented by proxy at the annual meeting.

What were the vote totals for Actinium’s Class III directors?

Ajit S. Shetty received 5,032,369 votes for and 1,234,852 withheld, and June S. Almenoff received 5,284,503 votes for and 982,719 withheld. Each director had 9,354,877 broker non-votes.

Did Actinium Pharmaceuticals’ stockholders approve executive compensation (say-on-pay)?

Yes. On a non-binding advisory basis, compensation of named executive officers was approved with 4,481,875 votes for, 1,541,460 against, 243,885 abstentions, and 9,354,877 broker non-votes.

What frequency did Actinium (ATNM) stockholders choose for future say-on-pay votes?

Stockholders approved three years as the frequency for future advisory votes on the compensation of the company’s named executive officers.

Were all proposals at Actinium’s 2025 annual meeting approved?

Yes. The company stated that all proposals described in its proxy statement were approved by stockholders, and no other matters were considered or voted upon.