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): December 3, 2025
GALECTIN THERAPEUTICS INC.
(Exact name of registrant as specified in its
charter)
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Nevada
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001-31791
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04-3562325
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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4960 PEACHTREE INDUSTRIAL BOULEVARD, STE 240
NORCROSS, GA 30071
(Address of principal executive office) (zip code)
Registrant’s telephone number, including area code: (678) 620-3186
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange on which
registered
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Common Stock $0.001par value per share
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GALT
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The Nasdaq Stock Market
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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At the 2025 Annual Meeting of Stockholders held on December 3, 2025, the stockholders of the Company elected each of the Company’s directors that had
been nominated to serve until the next annual meeting or until their successors are elected and have been qualified. The stockholders also approved a non-binding advisory resolution to approved executive compensation and recommended, by non-binding
vote, the frequency with which the Company will conduct stockholder advisory votes on executive compensation. Finally, the stockholders ratified the selection of Cherry Bekaert LLP as the independent registered public accounting firm for the Company
for the year ending December 31, 2025;
The final results of the voting on each matter of business at the 2025 Annual Meeting are as follows:
Election of Directors
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Gilbert F. Amelio, Ph.D.
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25,335,421
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874,903
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19,513,532
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Benjamin S. Carson, Sr., M.D.
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25,916,838
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293,486
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19,513,532
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Kary Eldred
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25,886,740
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323,584
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19,513,532
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Kevin D. Freeman
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25,827,896
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382,428
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19,513,532
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Joel Lewis
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25,688,709
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521,615
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19,513,532
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Gilbert S. Omenn, M.D., Ph.D.
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25,810,287
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400,037
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19,513,532
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Marc Rubin, M.D.
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25,875,306
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335,018
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19,513,532
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Elissa J. Schwartz, Ph.D.
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25,920,970
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289,354
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19,513,532
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Harold H. Shlevin, Ph.D.
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25,745,010
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465,314
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19,513,532
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Richard E. Uihlein, Chairman
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25,907,034
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303,290
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19,513,532
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Richard A. Zordani
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25,906,350
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303,974
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19,513,532
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Vote on a non-binding advisory resolution to approve the compensation paid to Galectin’s named executive officers, as disclosed in the proxy statement
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
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25,260,489
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639,415
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310,420
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19,513,532
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Recommendation, by non-binding vote, the frequency with which Galectin will conduct stockholder advisory votes on executive compensation
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1 year
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2 years
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3 years
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Abstain
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3,616,823
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406,162
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22,075,944
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111,295
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In accordance with the voting results for this item, the Company’s Board of Directors determined that an advisory vote to approve the compensation of the named executive
officers of the Company will be conducted every three years, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company.
Ratification of the selection of Cherry Bekaert LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025
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Votes For
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Votes Against
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Votes Abstain
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45,458,024
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142,268
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123,564
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Galectin Therapeutics Inc. has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Galectin Therapeutics Inc.
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Date: December 8, 2025
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By:
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/s/ Jack W. Callicutt
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Jack W. Callicutt
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Chief Financial Officer
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