Galera Therapeutics (OTCQB: GRTX) holders approve share boost and reverse split

Rhea-AI Filing Summary

Galera Therapeutics, Inc. reported the outcomes of its combined 2025 and 2026 annual meeting of stockholders held on May 8, 2026. Stockholders elected one Class III director and two Class I directors, ratified KPMG LLP as independent auditor for the year ending December 31, 2026, and approved the company’s executive compensation and an annual frequency for future Say-on-Pay votes.

Investors also approved several charter amendments. Authorized common shares will increase from 200 million to 400 million, giving the company more flexibility to issue stock. Stockholders granted the right to act by written consent and authorized the board to implement a reverse stock split at a ratio between 1-for-75 and 1-for-200 at a future time of the board’s choosing.

Insights

Corporate governance analyst

Shareholders backed board nominees, pay, more authorized stock and a potential large reverse split.

Galera Therapeutics’ stockholders supported the existing governance framework by re-electing directors, approving executive pay and keeping Say-on-Pay votes annual. They also ratified KPMG LLP as auditor, signaling continuity in financial oversight.

The authorization to double common shares to 400 million and permit written consents restructures the company’s corporate toolkit. The approved 1-for-75 to 1-for-200 reverse split range gives the board wide discretion to later consolidate shares if it decides conditions warrant that step.

8-K Event Classification

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

1 item

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.

Key Figures

Authorized common shares pre-amendment: 200 million shares Authorized common shares post-amendment: 400 million shares Reverse split range: 1-for-75 to 1-for-200 +4 more

7 metrics

Authorized common shares pre-amendment 200 million shares Authorized common stock before charter amendment

Authorized common shares post-amendment 400 million shares Authorized common stock after stockholder approval

Reverse split range 1-for-75 to 1-for-200 Range of reverse stock split ratios approved

Say-on-Pay votes for 108,167,385 votes Advisory approval of executive compensation

Auditor ratification votes for 121,742,195 votes Ratification of KPMG LLP as auditor for 2026

Share increase amendment votes for 120,916,020 votes Approval of charter amendment to increase authorized stock

Reverse split amendment votes for 121,087,262 votes Approval of charter amendment to effect reverse split

Key Terms

reverse stock split, Say-on-Pay, independent registered public accounting firm, authorized shares, +1 more

5 terms

reverse stock split financial

"approved an amendment to the Charter that would effect a reverse stock split at a ratio between 1:75 and 1:200"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Say-on-Pay financial

"approved the compensation paid to the Company’s named executive officers (“Say-on-Pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

authorized shares financial

"to increase the number of authorized shares of the Company’s common stock from 200 million shares to 400 million shares"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

written consent regulatory

"approved an amendment to the Charter to permit stockholders to act by written consent in lieu of a meeting"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Understanding 8-K Material Events →

NONE 0001563577 false 0001563577 2026-05-08 2026-05-08

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): May 8, 2026

GALERA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39114		46-1454898
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

101 Lindenwood Drive, Suite 225

Malvern, PA 19355

(Address of principal executive offices) (Zip Code)

(610) 725-1500

(Registrant’s telephone number, include area code)

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, $0.001 par value per share		GRTX		OTCQB Market

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.

At the combined 2025 and 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Galera Therapeutics, Inc. (the “Company”) held on May 8, 2026, the Company’s stockholders (i) elected (A) one Class III director to the board of directors of the Company (the “Board”), to serve until the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified, and (B) two Class I directors to the Board, each to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved the compensation paid to the Company’s named executive officers (“Say-on-Pay”); (iv) approved a frequency of every “one year” for holding future Say-on-Pay votes; (v) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the Company’s common stock from 200 million shares to 400 million shares; (vi) approved an amendment to the Charter to permit stockholders to act by written consent in lieu of a meeting; and (vii) approved an amendment to the Charter that would effect a reverse stock split at a ratio between 1:75 and 1:200, if and when determined by the Board.

The results of the voting at the Annual Meeting are shown below:

Proposal 1—Election of Directors:

(a) Class III Director

Nominee

For

Withhold

Broker Non-Votes

J. Mel Sorensen, M.D.

98,328,390

14,552,053

10,877,949

(b) Class I Directors

Nominees		For				Withhold				Broker Non-Votes
Nancy Chang, Ph.D.			110,531,164				2,349,279				10,877,949
Michael Friedman			110,523,157				2,357,286				10,877,949

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm:

Votes For		Votes Against		Abstentions
121,742,195		1,961,191		55,006

Proposal 3—Say-on-Pay Vote:

Votes For		Votes Against		Abstentions		Broker Non-Votes
108,167,385		3,690,210		1,022,848		10,877,949

Proposal 4—Advisory Vote on Frequency of Future Say-On-Pay Votes:

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
108,127,837		64,666		3,611,866		1,076,074		10,877,949

The Board had previously approved a frequency of every one year for future Say-on-Pay votes, subject to the same frequency receiving the highest number of votes from stockholders at the Annual Meeting. Accordingly, the Company will include an advisory vote to approve executive compensation on an annual basis until the next required vote on the frequency of future Say-on-Pay votes.

Proposal 5—Approval of Charter Amendment to Increase Authorized Capital Stock:

Votes For		Votes Against		Abstentions
120,916,020		2,745,505		96,867

Proposal 6—Approval of Charter Amendment to Provide Written Consent Right:

Votes For		Votes Against		Abstentions		Broker Non-Votes
112,456,777		417,500		6,166		10,877,949

Proposal 7—Approval of Charter Amendment to Effect a Reverse Stock Split:

Votes For		Votes Against		Abstentions
121,087,262		2,639,613		31,517

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.

				GALERA THERAPEUTICS, INC.
Date: May 11, 2026				By:		/s/ J. Mel Sorensen, M.D.
						J. Mel Sorensen, M.D.
						President and Chief Executive Officer

FAQ

What did Galera Therapeutics (GRTX) shareholders approve at the 2026 annual meeting?

Shareholders approved board elections, ratified KPMG as auditor, backed executive compensation and annual Say-on-Pay, doubled authorized common shares to 400 million, allowed written consents, and authorized a reverse stock split range from 1-for-75 to 1-for-200.

How many authorized shares does Galera Therapeutics now have after the vote?

Stockholders approved increasing authorized common stock from 200 million to 400 million shares. This change expands Galera Therapeutics’ capacity to issue new equity for financing, compensation, or strategic purposes, at the board’s discretion and subject to future decisions.

What reverse stock split did Galera Therapeutics shareholders authorize in 2026?

Shareholders approved a charter amendment authorizing a reverse stock split at a ratio between 1-for-75 and 1-for-200. The board can decide later whether to implement a specific ratio, giving flexibility without immediately changing the share count.

Did Galera Therapeutics shareholders approve executive compensation in the Say-on-Pay vote?

Yes. The Say-on-Pay proposal received 108,167,385 votes for, versus 3,690,210 against and 1,022,848 abstentions. Stockholders also chose to hold future Say-on-Pay votes every year, reinforcing regular advisory input on executive pay practices.

What was the outcome of Galera Therapeutics’ auditor ratification vote?

Stockholders ratified KPMG LLP as Galera Therapeutics’ independent registered public accounting firm for the year ending December 31, 2026. The proposal received 121,742,195 votes for, 1,961,191 against, and 55,006 abstentions, indicating strong support for continuing with KPMG.

Did Galera Therapeutics shareholders gain the right to act by written consent?

Yes. Investors approved a charter amendment granting stockholders the ability to act by written consent instead of holding a meeting. The proposal received 112,456,777 votes for, 417,500 against, 6,166 abstentions, and 10,877,949 broker non-votes, reflecting broad backing for the new right.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB