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  4. [8-K] Marker Therapeutics, Inc. Reports Material Event

Marker Therapeutics (NASDAQ: MRKR) holders back share increase but reject voting change

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Marker Therapeutics, Inc. reported results of its 2026 Annual Meeting of Stockholders. Stockholders approved a Charter Amendment to increase authorized common shares from 30,000,000 to 130,000,000. They also re-elected five directors, approved executive compensation on an advisory basis, and ratified CBIZ CPAs P.C. as auditor for the year ending December 31, 2026.

Of 16,673,127 shares outstanding as of the record date, 12,377,857 shares, or 74.24%, were represented. A separate proposal to revise the voting threshold for future changes to common stock did not pass, while an adjournment proposal related to the share increase was approved.

Positive

  • None.

Negative

  • None.

Insights

Marker gained flexibility with more authorized shares while maintaining existing voting thresholds.

Marker Therapeutics’ stockholders approved a Charter Amendment increasing authorized common stock from 30,000,000 to 130,000,000. This change expands the company’s capacity to issue additional equity for financing, compensation, or strategic purposes, though no specific issuances are described here.

Participation was relatively strong, with 74.24% of 16,673,127 outstanding shares represented. Most proposals passed, including board elections, advisory say-on-pay, and auditor ratification, indicating broad support for current governance and operations. However, the proposal to revise the voting threshold for future changes to common stock failed, so the existing approval standard remains in place.

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.
Authorized common stock after amendment 130,000,000 shares Approved Charter Amendment at 2026 Annual Meeting
Authorized common stock before amendment 30,000,000 shares Prior limit before Charter Amendment
Shares outstanding 16,673,127 shares As of the Annual Meeting record date
Shares represented at meeting 12,377,857 shares (74.24%) Quorum at 2026 Annual Meeting
Votes for Charter Amendment 10,851,228 votes Proposal to increase authorized common stock
Votes against Charter Amendment 1,412,017 votes Proposal to increase authorized common stock
Votes for auditor ratification 11,626,068 votes Ratification of CBIZ CPAs P.C. for 2026
Votes for voting-threshold change 8,279,190 votes Charter Amendment to revise voting threshold (failed)
Charter Amendment regulatory
"stockholders approved an amendment to the Company’s Certificate of Incorporation... (the “Charter Amendment”)."
A charter amendment is a formal change to a corporation’s founding document — its legal rulebook that sets basic structure, powers and shareholder rights. Investors care because amending the charter can alter voting rules, share classes, dividend policies or takeover protections, which can change how value and control are distributed; think of it as revising a building’s blueprint that affects who owns which rooms and who can remodel next.
authorized shares financial
"to increase the number of authorized shares of our Common Stock from 30,000,000 shares... to 130,000,000 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.
Broker Non-Votes financial
"Broker Non-Votes: 2,804,902."
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.
advisory basis financial
"Approval, on an advisory basis, of the compensation of the Company’s named executive officers."
independent registered public accounting firm financial
"as the independent registered public accounting firm of the Company for its 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.
adjournment regulatory
"Approval of the adjournment of the Annual Meeting in the event that the number of shares... is insufficient."
Understanding 8-K Material Events →
false --12-31 0001094038 0001094038 2026-05-01 2026-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

  

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

 

May 1, 2026

Date of Report (Date of earliest event reported)

 

MARKER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-37939 45-4497941
(State or other jurisdiction of
incorporation)		 (Commission File Number) (IRS Employer Identification No.)

 

2450 Holcombe Blvd, TMC Partners Office 1.311

Houston, Texas

   77021
(Address of principal executive offices)   (Zip Code)

 

(713) 400-6400

Registrant’s telephone number, including area code

 

N/A 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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 $0.001 per share   MRKR   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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As reported below under Item 5.07 of this Current Report, on May 1, 2026, Marker Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which meeting the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of our Common Stock from 30,000,000 shares of Common Stock to 130,000,000 shares of Common Stock (the “Charter Amendment”).

 

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.

 

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

 

On May 1, 2026, the Company held its Annual Meeting. The stockholders considered six proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2026. Of the 16,673,127 shares outstanding as of the record date, 12,377,857 shares, or 74.24%, were present virtually or represented by proxy at the Annual Meeting. Each of the Nominees were re-elected. All of the Proposals except Proposal 4 passed. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

 

Proposal No. 1: Election of five nominees to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

 Name   Votes For     Votes
Withheld		  
David Eansor     9,297,478       275,480  
Steven Elms     9,347,549       225,409  
Katharine Knobil     9,314,762       258,196  
Juan Vera     9,331,093       241,865  
Kathryn Penkus Corzo     9,377,143       195,815  

 

Broker Non-Votes: 2,804,902.

 

All nominees were elected.

 

Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The votes were cast as follows:

 

    Votes For     Votes
Against		     Abstained  
Advisory approval of named executive officer compensation     8,548,905       471,261       552,789  

 

Broker Non-Votes: 2,804,902.


Proposal No. 3: Approval of the adoption of an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares of our Common Stock from 30,000,000 shares of Common Stock to 130,000,000 shares of Common Stock. The votes were cast as follows:

 

    Votes For     Votes
Against		     Abstained  
Approval of Charter Amendment to Increase Authorized Common Stock.     10,851,228       1,412,017       114,611  

 

Broker Non-Votes: 0.

 

 

 

 

Proposal No. 4: Approval of the adoption of an amendment to our Certificate of Incorporation, as amended, to revise the voting threshold required for an increase or decrease of Common Stock. The votes were cast as follows:

 

    Votes For     Votes
Against		     Abstained  
Approval of Charter Amendment to Revise Voting Threshold     8,279,190       1,222,558       71,209  

 

Broker Non-Votes: 2,804,902.

 

Proposal No. 5: Ratification of the selection by the Audit Committee of the Board of Directors of CBIZ CPAs P.C. (“CBIZ”) as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026. The votes were cast as follows: 

 

    Votes For     Votes
Against		     Abstained  
Ratification of appointment of CBIZ     11,626,068       1,003,337       109,974  

 

Broker Non-Votes: 0.

 

Proposal No. 6: Approval of the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 3 is insufficient. The votes were cast as follows: 

 

    Votes For     Votes
Against		     Abstained  
Adjournment     11,264,545       1,003,337       109,974  

 

Broker Non-Votes: 0.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description 
   
3.1 Amendment to Certificate of Incorporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Marker Therapeutics, Inc.
     
Dated: May 4, 2026 By: /s/ Juan Vera
    Juan Vera
    President and Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What major corporate change did Marker Therapeutics (MRKR) stockholders approve at the 2026 annual meeting?

Stockholders approved a Charter Amendment increasing authorized common stock from 30,000,000 to 130,000,000 shares. This significantly expands the company’s ability to issue new shares in the future for financing, compensation, or strategic transactions, though no specific share issuance plans are detailed here.

How many Marker Therapeutics (MRKR) shares were represented at the 2026 annual meeting and what was the turnout?

At the meeting, 12,377,857 shares were present or represented by proxy out of 16,673,127 shares outstanding as of the record date. This corresponds to 74.24% participation, providing a solid quorum for voting on director elections, compensation, charter amendments, auditor ratification, and adjournment.

Which proposals passed and which failed at Marker Therapeutics’ (MRKR) 2026 annual meeting?

Five of six proposals passed: re-election of five directors, advisory approval of executive compensation, the authorized share increase charter amendment, auditor ratification, and an adjournment proposal. The proposal to revise the voting threshold for future common stock increases or decreases did not receive sufficient support and failed.

How did Marker Therapeutics (MRKR) stockholders vote on the Charter Amendment to increase authorized common stock?

For the Charter Amendment increasing authorized common stock, 10,851,228 votes were cast in favor, 1,412,017 against, and 114,611 abstained. There were no broker non-votes on this proposal, indicating active voting by beneficial holders regarding the change to the company’s capital structure authorization.

What were the results of the say-on-pay vote for Marker Therapeutics (MRKR) executives in 2026?

In the advisory vote on named executive officer compensation, 8,548,905 votes supported the compensation program, 471,261 opposed, and 552,789 abstained. There were 2,804,902 broker non-votes. The majority support indicates stockholder approval of the company’s current executive pay practices on an advisory basis.

Which auditing firm did Marker Therapeutics (MRKR) stockholders ratify for the 2026 fiscal year?

Stockholders ratified CBIZ CPAs P.C. as Marker Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totals were 11,626,068 in favor, 1,003,337 against, and 109,974 abstentions, with no broker non-votes recorded on this proposal.

Filing Exhibits & Attachments

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