Celcuity (NASDAQ: CELC) shareholders approve 2026 equity plan and expanded ESPP
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Celcuity Inc. held its 2026 Annual Meeting of Stockholders, where stockholders approved a new 2026 Stock Incentive Plan and an amended employee stock purchase plan. The 2026 plan authorizes up to 3,000,000 shares of common stock for equity awards to employees, consultants, and non-employee directors, replacing the prior 2017 plan for new grants.
Stockholders also approved the Amended and Restated 2017 Employee Stock Purchase Plan, increasing available shares by 289,199 and extending the plan for ten additional years. Eight directors were elected, the company’s executive compensation was approved on an advisory basis, and Boulay PLLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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
2026 Stock Incentive Plan pool: 3,000,000 shares
ESPP share increase: 289,199 shares
Auditor ratification votes for: 40,931,291 shares
+3 more
6 metrics
2026 Stock Incentive Plan pool
3,000,000 shares
Maximum common shares issuable under 2026 Plan
ESPP share increase
289,199 shares
Additional shares for Amended and Restated 2017 ESPP
Auditor ratification votes for
40,931,291 shares
Votes in favor of Boulay PLLP for FY ending Dec 31, 2026
Say-on-pay votes for
35,835,588 shares
Advisory approval of executive compensation
2026 Plan approval votes for
28,691,350 shares
Votes in favor of 2026 Stock Incentive Plan
Restated ESPP approval votes for
35,067,849 shares
Votes in favor of Amended and Restated 2017 ESPP
Key Terms
2026 Stock Incentive Plan, Amended and Restated 2017 Employee Stock Purchase Plan, emerging growth company, broker non-votes
4 terms
2026 Stock Incentive Plan financial
"Stockholders approved the Company’s 2026 Stock Incentive Plan (the “2026 Plan”)."
Amended and Restated 2017 Employee Stock Purchase Plan financial
"Stockholders also approved the Company’s Amended and Restated 2017 Employee Stock Purchase Plan (the “Restated ESPP”)."
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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.
broker non-votes financial
"For: | | Against: | | Abstain: | | Broker Non-Votes 28,691,350 | | 9,002,785 | | 12,076 | | 3,622,556"
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.
FAQ
What stock plans did Celcuity (CELC) stockholders approve at the 2026 meeting?
Stockholders approved Celcuity’s 2026 Stock Incentive Plan and the Amended and Restated 2017 Employee Stock Purchase Plan. The new incentive plan authorizes 3,000,000 shares, while the restated purchase plan adds 289,199 shares and extends its term by ten years.
What changes were made to Celcuity’s Employee Stock Purchase Plan (ESPP)?
The Amended and Restated 2017 Employee Stock Purchase Plan increased available common shares by 289,199 and extended its expiration date by ten years. The restated plan became effective upon stockholder approval at the 2026 Annual Meeting, following prior board approval.
Did Celcuity (CELC) stockholders re-elect the board of directors in 2026?
Stockholders elected eight nominees to Celcuity’s board of directors to serve until the next annual meeting. Each nominee, including Brian F. Sullivan and other directors, received more votes “for” than “withheld,” with additional broker non-votes reported where applicable.
Who is Celcuity’s independent auditor for the year ending December 31, 2026?
Boulay PLLP was ratified as Celcuity’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received 40,931,291 shares in favor, 377,611 against, and 19,865 abstentions, with no broker non-votes reported.
How did Celcuity stockholders vote on executive compensation in 2026?
Stockholders approved, on an advisory basis, the compensation of Celcuity’s named executive officers. The advisory vote recorded 35,835,588 shares in favor, 1,846,980 against, and 23,643 abstentions, with 3,622,556 broker non-votes noted in the results table.