Plus Therapeutics (PSTV) investors approve directors, pay and 2020 stock plan changes

Rhea-AI Filing Summary

FORM 8-K

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

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did Plus Therapeutics (PSTV) stockholders approve at the 2026 Annual Meeting?

How many Plus Therapeutics (PSTV) shares were eligible and represented for the 2026 meeting?

How did Plus Therapeutics (PSTV) stockholders vote on director elections in 2026?

What were the 2026 auditor ratification vote results for Plus Therapeutics (PSTV)?

How did Plus Therapeutics (PSTV) stockholders vote on executive compensation in 2026?

What were the results for Plus Therapeutics’ 2020 Stock Incentive Plan amendment in 2026?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Plus Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders, where stockholders approved all four proposals presented. The meeting covered director elections, auditor ratification, executive pay and an updated stock incentive plan.

Six directors were elected to terms ending at the 2027 annual meeting, each receiving over 11.8 million votes in favor, with more than 50.8 million broker non-votes recorded. Stockholders ratified CBIZ CPAs, P.C. as independent auditor for 2026 with 60.9 million votes for and 2.3 million against. On an advisory basis, stockholders approved compensation for named executive officers with about 10.4 million votes for and 3.4 million against. They also approved the sixth amendment and restatement of the 2020 Stock Incentive Plan, which received about 8.0 million votes for and 5.6 million against.

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.

Shares outstanding record date: 171,550,698 shares Shares represented at meeting: 64,857,321 shares Auditor ratification votes for: 60,860,051 votes +5 more

8 metrics

Shares outstanding record date 171,550,698 shares Common stock issued and outstanding as of March 18, 2026

Shares represented at meeting 64,857,321 shares Shares present in person virtually or by proxy at 2026 Annual Meeting

Auditor ratification votes for 60,860,051 votes Ratification of CBIZ CPAs, P.C. as 2026 auditor

Auditor ratification votes against 2,292,062 votes Ratification of CBIZ CPAs, P.C. as 2026 auditor

Say-on-pay votes for 10,389,498 votes Advisory approval of named executive officer compensation

Stock plan amendment votes for 7,976,002 votes Approval of sixth amendment and restatement of 2020 Stock Incentive Plan

Broker non-votes on Proposal 3 50,807,018 votes Advisory vote on executive compensation

Broker non-votes on Proposal 4 50,807,018 votes 2020 Stock Incentive Plan sixth amendment and restatement

reverse stock split, broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, +2 more

6 terms

reverse stock split financial

"All share amounts disclosed herein are presented before giving effect to the Company’s 1-for-25 reverse stock split effective on April 2, 2026."

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.

broker non-votes regulatory

"Votes For ... Votes Withheld ... 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.

independent registered public accounting firm regulatory

"ratified the appointment of CBIZ CPAs, P.C. as the Company’s independent registered public accounting firm for the 2026 fiscal year."

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.

advisory (non-binding) basis regulatory

"approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers."

Stock Incentive Plan financial

"approved the sixth amendment and restatement of the Company’s 2020 Stock Incentive Plan."

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

inspector of elections regulatory

"The vote results detailed below represent final results as certified by the 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.

Understanding 8-K Material Events →

05/15/2026 - 04:46 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 14, 2026

    

PLUS THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-34375	33-0827593
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6420 LEVIT GREEN BOULEVARD Suite 310
Houston, Texas		77021
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (737) 255-7194

    

(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, par value $0.001 per share	PSTV	The Nasdaq Capital 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. ☐

The 2026 Annual Meeting of Stockholders of Plus Therapeutics, Inc. (the “Company”) was held on May 14, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”). All share amounts disclosed herein are presented before giving effect to the Company’s 1-for-25 reverse stock split effective on April 2, 2026.

The Company had 171,550,698 shares of common stock issued and outstanding at the close of business on March 18, 2026, the record date for eligibility to vote at the Annual Meeting. The holders of 64,857,321 shares of the Company’s issued and outstanding common stock were represented in person virtually or represented by valid proxy at the Annual Meeting, constituting a quorum.

The vote results detailed below represent final results as certified by the inspector of elections.

Proposal No. 1 - Election of Directors.

The Company’s stockholders elected the following persons, who were listed in the Proxy Statement, to the Board of Directors of the Company (the “Board”) to hold office for a term expiring at the Company’s Annual Meeting of Stockholders in 2027 and until each such person’s successors is duly elected and qualified, or until his or her earlier death, resignation or removal:



	Votes For	Votes Withheld	Broker Non-Votes
Howard Clowes	11,863,579	2,186,724	50,807,018
An van Es-Johansson, M.D.	12,384,866	1,665,437	50,807,018
Richard J. Hawkins	12,344,152	1,706,151	50,807,018
Marc H. Hedrick, M.D.	12,350,511	1,699,792	50,807,018
Ronald A. Andrews	12,417,138	1,633,165	50,807,018
Kyle Guse, Esq., MBA, CPA	12,384,591	1,665,712	50,807,018

Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of CBIZ CPAs, P.C. as the Company’s independent registered public accounting firm for the 2026 fiscal year. The votes regarding this proposal were as follows:

Proposal No. 3 - Advisory Vote on the Compensation of Named Executive Officers.

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

Proposal No. 4 – Sixth Amendment and Restatement of the Company’s 2020 Stock Incentive Plan.

The Company’s stockholders approved the sixth amendment and restatement of the Company’s 2020 Stock Incentive Plan. The votes regarding this proposal were as follows:

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.


			PLUS THERAPEUTICS, INC.

Date:	May 15, 2026	By:	/s/ Marc H. Hedrick, M.D.
			Marc H. Hedrick, M.D. President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Stockholders approved all four proposals: election of six directors, ratification of CBIZ CPAs, P.C. as auditor, an advisory say-on-pay vote for named executive officers, and the sixth amendment and restatement of the 2020 Stock Incentive Plan.

There were 171,550,698 shares of common stock issued and outstanding as of March 18, 2026, the record date. At the meeting, 64,857,321 shares were represented in person virtually or by valid proxy, which constituted a quorum for conducting business.

Six directors received between 11.86 million and 12.42 million votes for, with 1.63 million to 2.19 million votes withheld for each, and 50,807,018 broker non-votes. All nominees were elected to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

Stockholders ratified CBIZ CPAs, P.C. as independent registered public accounting firm for 2026 with 60,860,051 votes for, 2,292,062 votes against, and 1,705,208 abstentions. There were no broker non-votes on this proposal, indicating broad participation on the auditor ratification item.

On an advisory, non-binding basis, stockholders approved compensation of named executive officers with 10,389,498 votes for, 3,364,694 votes against, and 296,111 abstentions. There were 50,807,018 broker non-votes, which were not counted as votes for or against this say-on-pay proposal.

The sixth amendment and restatement of the 2020 Stock Incentive Plan was approved with 7,976,002 votes for, 5,648,887 votes against, and 425,414 abstentions. In addition, 50,807,018 broker non-votes were recorded, which did not affect the approval outcome for this equity compensation plan change.

Votes Against

Abstentions

Broker Non-Votes

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