OS Therapies holders back 2023 incentive plan

OS Therapies stockholders approved an amended 2023 incentive compensation plan and elected all director nominees at the 2026 annual meeting.

Rhea-AI Filing Summary

OS Therapies Inc (OSTX) reported results of its 2026 annual stockholder meeting held on September 9, 2026. Stockholders approved and adopted the Amended and Restated 2023 Incentive Compensation Plan, which is filed as an exhibit and replaces the prior version of the plan. Directors including Paul A. Romness and five other nominees were elected, with each receiving over 7.3 million votes in favor. A separate proposal, which received 25.7 million votes for and 340,644 against, was also approved. Quorum was achieved with 26,059,902 of 46,205,601 common shares represented in person or by proxy.

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, or exhibit attachments filed with this report.

Key Figures

Shares represented: 26,059,902 shares Shares entitled to vote: 46,205,601 shares Votes for incentive plan proposal: 4,515,930 votes +4 more

7 metrics

Shares represented 26,059,902 shares Shares of common stock present in person or by proxy at the 2026 annual meeting

Shares entitled to vote 46,205,601 shares Common shares entitled to vote at the 2026 annual meeting

Votes for incentive plan proposal 4,515,930 votes Votes cast in favor of the Amended and Restated 2023 Incentive Compensation Plan

Votes against incentive plan proposal 885,667 votes Votes cast against the Amended and Restated 2023 Incentive Compensation Plan

Broker non-votes on incentive plan 18,655,392 votes Broker non-votes recorded for the incentive plan proposal

Votes for additional proposal 25,689,179 votes Votes cast in favor of another proposal considered at the annual meeting

Votes for Paul A. Romness 7,336,591 votes Votes cast for director nominee Paul A. Romness

Key Terms

Amended and Restated 2023 Incentive Compensation Plan, broker non-votes, definitive proxy statement, Emerging growth company, +1 more

5 terms

Amended and Restated 2023 Incentive Compensation Plan financial

"approved and adopted the amendment and restatement of the Company’s 2023 Incentive Compensation Plan"

broker non-votes financial

"18,655,389 broker non-votes"

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.

definitive proxy statement regulatory

"included under the heading “Proposal No. 2” in the definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Emerging growth company regulatory

"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.

Submission of Matters to a Vote of Security Holders regulatory

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

FAQ

What did OS Therapies Inc (OSTX) stockholders approve at the 2026 annual meeting?

Stockholders approved and adopted the Amended and Restated 2023 Incentive Compensation Plan and elected six directors. Another proposal received 25,689,179 votes for, 340,644 against, and 30,079 abstain, and was also approved.

How many OS Therapies (OSTX) shares were represented at the 2026 annual meeting?

Holders of 26,059,902 shares of common stock were present in person or by proxy out of 46,205,601 shares entitled to vote. This satisfied the quorum requirement for the meeting’s proposals.

Were all OS Therapies (OSTX) director nominees elected on September 9, 2026?

Yes. Each nominee, including Paul A. Romness and five other directors, was elected. For example, Paul A. Romness received 7,336,591 votes for and 67,922 votes withheld, with 18,655,389 broker non-votes recorded.

What were the voting results for the OS Therapies Amended and Restated 2023 Incentive Compensation Plan?

The plan proposal received 4,515,930 votes for, 885,667 against, and 2,002,913 abstentions, with 18,655,392 broker non-votes. Stockholders approved and adopted the amended and restated plan.

Where can investors see the full text of OS Therapies’ Amended and Restated 2023 Incentive Compensation Plan?

The full text of the Amended and Restated 2023 Incentive Compensation Plan is filed as Exhibit 10.1 and is incorporated by reference. A summary is included in the definitive proxy statement filed on July 24, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 9, 2026

OS THERAPIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		001-42195		82-5118368
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

115 Pullman Crossing Road, Suite 103 Grasonville, Maryland		21638
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 297-7793

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):

☐ 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		OSTX		NYSE American

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. ☐

CURRENT REPORT ON FORM 8-K

OS Therapies Incorporated

September 9, 2026

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2026, the stockholders of OS Therapies Incorporated (the “Company”) approved and adopted the amendment and restatement of the Company’s 2023 Incentive Compensation Plan, as amended (the “Amended and Restated Plan”), at its 2026 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the Amended and Restated Plan is included under the heading “Proposal No. 2: The Amended and Restated Plan Proposal” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on July 24, 2026 (the “Proxy Statement”). The summary is qualified in its entirety by reference to the full text of the Amended and Restated Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

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

The Company held the Annual Meeting on September 9, 2026. At the Annual Meeting, the Company’s stockholders were asked to vote upon:

1. The election of six directors, each to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Paul A. Romness, John Ciccio, Craig Eagle, Avril McKean Dieser, Olivier R. Jarry and Theodore F. Search;

2. The approval of the Amended and Restated Plan; and

3. The ratification of the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 26,059,902 of the 46,205,601 shares of the Company’s common stock entitled to vote, were as follows:

1. The stockholders approved the election of each of the director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

		For				Withheld				Broker Non-Votes
Paul A. Romness			7,336,591				67,922				18,655,389
John Ciccio			7,110,791				293,722				18,655,389
Craig Eagle			7,336,860				67,653				18,655,389
Avril McKean Dieser			7,336,889				67,624				18,655,389
Olivier R. Jarry			7,336,925				67,588				18,655,389
Theodore F. Search			7,336,522				67,991				18,655,389

2. The stockholders approved the Amended and Restated Plan, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

For				Against				Abstain				Broker Non-Votes
	4,515,930				885,667				2,002,913				18,655,392

3. The stockholders ratified the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

For				Against				Abstain				Broker Non-Votes
	25,689,179				340,644				30,079				—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		OS Therapies Incorporated Amended and Restated 2023 Incentive Compensation Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1 

SIGNATURE

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.

	OS THERAPIES INCORPORATED
Dated: September 9, 2026	By:	/s/ Paul A. Romness, MPH
		Name:	Paul A. Romness, MPH
		Title:	President and Chief Executive Officer

2 

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 OS THERAPIES INCORPORATED AMENDED AND RESTATED 2023 INCENTIVE COMPENSATION PLAN 121.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB