Capstone CAPS investors back directors, pay, and 2025 stock plan

Rhea-AI Filing Summary

Capstone Holding Corp. (CAPS) reported results from its November 18, 2025 annual stockholder meeting. Stockholders re-elected two Class I directors, each receiving about 99% of votes cast. They ratified GBQ Partners LLC as independent auditor for the fiscal year ending December 31, 2025.

Stockholders approved changing the company’s state of incorporation from Delaware to Nevada and adopted the Capstone Holding Corp. 2025 Stock Incentive Plan. They supported executive compensation in a non-binding advisory vote and chose to hold future say-on-pay votes once every three years. Stockholders also approved possible future payments to Nectarine Management LLC and authorized the potential adjournment of the meeting.

Insights

Corporate Governance Analyst

Mixed but broadly standard meeting outcomes: governance and compensation items approved, including Nevada move and new stock plan.

The disclosure describes results from the annual meeting, where stockholders elected two Class I directors with more than 99% support and ratified GBQ Partners LLC as auditor for the year ending December 31, 2025. Attendance represented about 74.78% of voting power, which indicates active participation and a valid quorum. Several significant corporate actions received approval, including a change of the state of incorporation from Delaware to Nevada and adoption of the Capstone Holding Corp. 2025 Stock Incentive Plan.

The change of incorporation and related merger steps are supported by an Agreement and Plan of Merger and new Nevada articles and bylaws, filed as Exhibits 2.1, 3.1, and 3.2. These documents will define future corporate governance, so their terms will drive how decisions are made once the Nevada entity is in place. The new 2025 Stock Incentive Plan, filed as Exhibit 10.1, authorizes use of equity-based incentives, which can shift compensation toward stock and may affect the number of shares outstanding over time.

Stockholders also approved, on an advisory basis, the compensation of named executive officers and chose to hold this advisory vote once every three years, with strong support for the three-year frequency. A proposal to approve possible future payments to Nectarine Management LLC passed, although a large block of votes was uncast relative to total eligible votes, which concentrates effective support among those who did vote on the item. Over the next few years, key items to monitor will be completion and effects of the Nevada reincorporation, implementation levels under the 2025 Stock Incentive Plan, and any disclosed payments to Nectarine Management LLC in future reports.

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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 18, 2025

CAPSTONE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-33560		86-0585310
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5141 W. 122nd Street

Alsip, IL 60803

(Address of principal executive offices)

Registrant’s telephone number, including area code: (708) 371-0660

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 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 $0.0005 per share		CAPS		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 ☒

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 November 18, 2025, Capstone Holding Corp. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) at 5141 W. 122nd Street, Alsip, IL 6080.

As of the close of business on September 24, 2025, the record date for the Annual Meeting (the “Record Date”), 7,291,268 votes outstanding, consisting of (i) 6,306,205 shares of Common Stock and (ii) 985,063 shares of Series B Preferred Stock, each entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 5,452,081 votes, comprised of shares of the Company’s Common Stock and Series B Preferred Stock, equivalent to approximately 74.78% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The holders of Series B Preferred Stock were not entitled to vote on Proposal Seven. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

1. The two nominees for Class I director were elected to serve a one-year term as follows:

Director		Votes For				% Votes For				Votes Withheld				% Votes Withheld
Fredric J. Feldman, Ph.D.			4,947,466				99.24%				37,900				0.76%
Elwood D. Howse, Jr.			4,947,411				99.24%				37,955				0.76%

2. The proposal to ratify the appointment of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
5,425,633		16,618		0		9,830

3. The proposal of the change in the state of incorporation of the Company from Delaware to Nevada was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
4,967,536		13,840		466,715		3,990

A copy of the forms of the Agreement and Plan of Merger, the articles of incorporation, and the bylaws, respectively, of a company to be incorporated in Nevada for the purpose of the Company merging into it and becoming its wholly owned subsidiary, are attached hereto as Exhibits 2.1, 3.1, and 3.2, respectively, and are incorporated by reference herein. 

4. The proposal to adopt Capstone Holding Corp. 2025 Stock Incentive Plan was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
4,927,449		54,617		466,715		3,300

A copy of the Capstone Holding Corp. 2025 Stock Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

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5. The proposal, in a non-binding advisory vote, of the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
4,939,083		43,380		466,715		2,903

6. The proposal to select the frequency of holding the stockholder advisory vote on the Company’s executive compensation once every three years was approved as follows:

Every Year		Once Every Two Years		Once Every Three Years		Votes Abstained
360,822		108		4,617,648		6,788

7. The proposal to approve possible future payments to Nectarine Management LLC was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained		Votes Uncast
474,102		52,660		466,715		6,018		4,452,586

8. The proposal of the adjournment of the Annual Meeting was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
4,914,463		47,794		466,715		23,109

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibits
2.1		Form of the Agreement and Plan of Merger
3.1		Form of Articles of Incorporation
3.2		Form of Bylaws
10.1		Capstone Holding Corp. 2025 Stock Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

Date: November 24, 2025	Capstone Holding Corp.
	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

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FAQ

What did Capstone Holding Corp. (CAPS) announce in this Form 8-K?

Capstone Holding Corp. reported the voting results of its November 18, 2025 annual stockholder meeting, including director elections, auditor ratification, a move to Nevada, and approval of a 2025 Stock Incentive Plan.

How many votes were represented at the 2025 Capstone (CAPS) annual meeting?

There were 5,452,081 votes represented in person or by proxy at the annual meeting, equal to approximately 74.78% of the 7,291,268 outstanding votes as of the September 24, 2025 record date.

Did Capstone (CAPS) stockholders approve reincorporation in Nevada?

Yes. The proposal to change the state of incorporation from Delaware to Nevada was approved with 4,967,536 votes for, 13,840 against, 3,990 abstentions, and 466,715 broker non-votes.

Was the Capstone Holding Corp. 2025 Stock Incentive Plan approved?

Yes. The 2025 Stock Incentive Plan was approved with 4,927,449 votes for, 54,617 against, 3,300 abstentions, and 466,715 broker non-votes.

How did Capstone (CAPS) stockholders vote on executive compensation and its frequency?

In a non-binding advisory vote, compensation of the named executive officers was approved with 4,939,083 votes for and 43,380 against. Stockholders chose to hold the advisory vote on executive compensation once every three years, with 4,617,648 votes supporting the three-year frequency.

Were payments to Nectarine Management LLC approved by Capstone (CAPS) stockholders?

Yes. The proposal to approve possible future payments to Nectarine Management LLC received 474,102 votes for, 52,660 against, 6,018 abstentions, 466,715 broker non-votes, and 4,452,586 votes uncast.

Who was ratified as Capstone (CAPS) auditor for 2025 and how did the vote turn out?

Stockholders ratified GBQ Partners LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 5,425,633 votes for, 16,618 against, and 9,830 abstentions.