Shareholders at PMGC Holdings (NASDAQ: ELAB) back staggered board and 2026 auditor

Rhea-AI Filing Summary

PMGC Holdings Inc., which trades on Nasdaq under the symbol ELAB, reported results from its 2026 Annual Meeting and a key change to its corporate governance. Shareholders approved amended bylaws that classify the Board of Directors into two staggered classes, Class I and Class II, with different term lengths.

The staggered structure will start after the 2027 Annual Meeting. Initial Class I directors will serve until the 2030 Annual Meeting, and initial Class II directors will serve until the 2028 meeting. At the 2026 Annual Meeting, all five director nominees were elected with about 99.8% of votes cast, and shareholders also approved the staggered board proposal and ratified HTL International, LLC as auditor for the 2026 fiscal year. A quorum was present, with 6,564,834 shares represented, or 60.13% of 10,916,625 outstanding shares entitled to vote.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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 at meeting: 6,564,834 shares Shares entitled to vote: 10,916,625 shares Quorum percentage: 60.13% +5 more

8 metrics

Shares represented at meeting 6,564,834 shares Common and Series B preferred represented at 2026 Annual Meeting

Shares entitled to vote 10,916,625 shares Total outstanding shares entitled to vote at April 27, 2026 record date

Quorum percentage 60.13% Portion of outstanding shares represented at 2026 Annual Meeting

Support for staggered board 6,525,599 votes for Proposal 2 votes for amending bylaws to create staggered Board

Staggered board support vs outstanding 59.77% Votes for Proposal 2 as percentage of total outstanding shares

Auditor ratification support 6,536,284 votes for Proposal 3 ratifying HTL International, LLC as 2026 auditor

Auditor support share 99.92% Votes for Proposal 3 as percentage of votes cast

Director vote example 6,547,573 votes for Votes for director nominee Graydon Bensler

Key Terms

staggered Board, Class I, Class II, Inspector of Elections, +2 more

6 terms

staggered Board financial

"to provide for a staggered Board comprised of two classes of directors"

Class I financial

"two classes with staggered terms, Class I and Class II"

Class II financial

"two classes with staggered terms, Class I and Class II"

Inspector of Elections financial

"provided by Broadridge Financial Solutions, Inc. (the appointed Inspector of Elections)"

An inspector of elections is an independent person or firm appointed to oversee and verify shareholder voting at corporate meetings, ensuring ballots and proxies are collected, validated and accurately counted. Like a neutral referee or scoreboard operator, they protect the integrity of votes that decide board members, mergers or other major actions, so investors can trust that outcomes reflect the true will of shareholders.

quorum financial

"were represented in person or by proxy at the Annual Meeting, or 60.13% ... A quorum was therefore present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

independent registered public accounting firm financial

"ratify the appointment of HTL International, LLC as the Company’s independent registered public accounting firm"

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.

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Understanding 8-K Material Events →

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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): June 5, 2026

PMGC Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-41875		33-2382547
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

c/o 120 Newport Center Drive Newport Beach, CA		92660
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 445-4886

Elevai Labs Inc.

(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 240.13©(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, $0.0001 par value		ELAB		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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 5, 2026, a majority of PMGC Holdings Inc. (the “Company”)’s shareholders approved of a Certificate of Amendment of the Company’s Bylaws (“Amended Bylaws”), based on the results of the Company’s 2026 Annual Meeting of Shareholders (“Annual Meeting”) provided by Broadridge Financial Solutions, Inc. (the appointed Inspector of Elections), as further described in Item 5.07 below. The Company’s Board of Directors previously approved of the Amended Bylaws on May 4, 2026, subject to shareholder approval at the Annual Meeting.

The Amended Bylaws amend and restate Article IV, Section 3 of the Company’s Bylaws in its entirety to provide for the classification of the Board of Directors into two classes with staggered terms, Class I and Class II. The number of directors in Class I will be determined by the Board in its sole discretion, and the remaining directors will comprise Class II. The staggered terms will commence after the election of directors at the 2027 Annual Meeting of Shareholders. Directors initially elected for Class I will serve until the 2030 Annual Meeting of Shareholders, and directors initially elected in Class II will serve until the 2028 Annual Meeting of Shareholders. Thereafter, at each successive Annual Meeting of Shareholders, Class II directors will be elected for one-year terms, and at each third annual meeting following the 2027 Annual Meeting of Shareholders, Class I directors will be elected for three-year terms.

Except as provided in the Amended Bylaws, the Bylaws remain in full force and effect.

The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (“Form 8-K) and is incorporated herein by reference.

Item 5.07 Submission of Matters to Vote of Security Holders.

On June 5, 2026, the Company held its Annual Meeting. Shareholders of record for the Company’s common stock, par value $0.0001 per share (“Common Stock”) and Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) as of the close of business on April 27, 2026 were entitled to vote at the Annual Meeting. According to the certified tabulation of votes provided by Broadridge Financial Solutions, Inc. (the appointed Inspector of Elections), a total of 6,564,834 shares of Common Stock and Series B Preferred Stock, in the aggregate, were represented in person or by proxy at the Annual Meeting, or 60.13% of the 10,916,625 total outstanding shares of the Company entitled to vote. A quorum was therefore present.

The matters voted upon at the Annual Meeting and the final voting results, as certified by Broadridge Financial Solutions, Inc., were as follows: 

Proposal 1: Five (5) directors were nominated for election to serve until the next annual meeting and until their successors are duly elected and qualified. Each nominee was elected. The voting results for each director were:

Braeden Lichti

FOR		AGAINST		ABSTAIN
6,526,627		14,410		23,797

1

Graydon Bensler

FOR		AGAINST		ABSTAIN
6,547,573		14,409		2,852

George Kovalyov

FOR		AGAINST		ABSTAIN
6,525,150		13,824		25,860

Juliana Daley

FOR		AGAINST		ABSTAIN
6,528,969		10,115		25,750

Jeffrey Parry

FOR		AGAINST		ABSTAIN
6,525,286		13,689		25,859

The votes cast in favor of each director nominee represented approximately 99.8% of the votes cast.

Proposal No. 2: to approve an amendment to the Company’s Bylaws to provide for a staggered Board comprised of two classes of directors, designated Class I and Class II, with Class I Directors serving for three (3) year terms and Class II Directors serving for one (1) year terms.

FOR		AGAINST		ABSTAIN
6,525,599		15,443		23,792

The votes cast in favor of Proposal 2 represented 59.77% of the total outstanding shares of the Company.

Proposal 3: Shareholders were asked to ratify the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved.

FOR		AGAINST		ABSTAIN
6,536,284		4,827		23,723

The votes cast in favor of Proposal 3 represented 99.92% of the votes cast.

Proposal 4: Shareholders considered a proposal to approve the potential adjournment of the Annual Meeting to solicit additional proxies if required. The proposal was approved.*

FOR*		AGAINST		ABSTAIN
6,527,449		13,200		24,185

* The votes cast in favor of Proposal 4 represented 99.79% of the votes cast. Despite the shareholders’ approval of Proposal 4, the Company will not be adjourning the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment of the Company’s Bylaws dated June 5, 2026.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 8, 2026

PMGC Holdings Inc.
By:	/s/ Graydon Bensler
Name:	Graydon Bensler
Title:	Chief Executive Officer

3

FAQ

What governance change did PMGC Holdings (ELAB) approve at the 2026 Annual Meeting?

Shareholders approved amended bylaws creating a staggered Board with two classes of directors. Class I will serve three-year terms and Class II one-year terms, with the structure beginning after the 2027 Annual Meeting to shape longer-term board continuity.

How did PMGC Holdings (ELAB) shareholders vote on the staggered Board proposal?

The staggered Board proposal received 6,525,599 votes for, 15,443 against, and 23,792 abstentions. Support for this governance change represented 59.77% of the company’s 10,916,625 total outstanding shares entitled to vote at the Annual Meeting.

Were PMGC Holdings (ELAB) director nominees elected at the 2026 Annual Meeting?

Yes. All five nominees—Braeden Lichti, Graydon Bensler, George Kovalyov, Juliana Daley, and Jeffrey Parry—were elected. Each received about 99.8% of votes cast, reflecting strong shareholder support for the existing Board composition and leadership slate.

What quorum was present at PMGC Holdings (ELAB) 2026 Annual Meeting?

A quorum was achieved with 6,564,834 shares of common and Series B preferred stock represented. This equaled 60.13% of the 10,916,625 total outstanding shares entitled to vote, allowing all proposals on the meeting agenda to be validly decided.

Who is PMGC Holdings (ELAB) independent auditor for fiscal year 2026?

Shareholders ratified HTL International, LLC as PMGC Holdings Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification passed with 6,536,284 votes for, 4,827 against, and 23,723 abstentions, or 99.92% of votes cast in favor.

When will PMGC Holdings (ELAB) staggered Board terms begin and end?

The staggered terms start after the 2027 Annual Meeting. Initially, Class I directors will serve until the 2030 Annual Meeting, while Class II directors will serve until the 2028 Annual Meeting, after which Class II serves one-year terms and Class I three-year terms.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT OF THE COMPANY'S BYLAWS DATED JUNE 5, 2026 6.7 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB