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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 21, 2026
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41488 |
|
82-5089826 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
401
Professional Drive, Suite 260
Gaithersburg,
MD 20879
(Address
of principal executive offices) (Zip Code)
(240)
430-4212
(Registrant’s
telephone number, including area code)
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 $0.00001 per
share |
|
SHPH |
|
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
5.07 Submission of Matters to a Vote of Security Holders.
On
May 21, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”).
As
of March 25, 2026, the record date for the Meeting, there were 5,546,309 shares of the Company’s common stock, par value $0.00001
per share (“Common Stock”), were issued and outstanding, with each share entitled to one vote on each proposal at the Meeting.
At the Meeting, the stockholders holding an aggregate of 3,375,072 shares of Common Stock entitled to vote at the Meeting were represented
in person or by proxy, representing approximately 60.85% of the outstanding shares of Common Stock, and thereby a quorum was present
for the Meeting.
The
final results for each of the proposals considered at the Meeting are set forth below, as certified by the inspector of elections for
the Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A filed by the Company with
the U.S. Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”)
Proposal
No. 1: Election of Directors
| Nominee
Name |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Christopher Cooper |
|
2,621,457 |
|
171,251 |
|
582,364 |
| Adam Chambers |
|
2,616,680 |
|
176,028 |
|
582,364 |
| George Scorsis |
|
2,664,628 |
|
128,080 |
|
582,364 |
| Angel Liriano |
|
2,664,666 |
|
128,042 |
|
582,364 |
A
plurality of the votes cast at the Meeting was required to approve the election of each of the nominees listed above as directors to
serve until the 2027 annual meeting of the Company’s stockholders and until each of their respective successors are elected and
qualified or until each of their earlier resignation or removal (“Proposal No. 1”). Accordingly, Proposal No. 1 was approved
and the four nominees elected at the Meeting commenced their respective terms at the end of the Meeting.
Proposal
No. 2: Ratification of Appointment of Forvis Mazars, LLP as the Company’s Independent Registered Public Accounting Firm for the
fiscal year ending December 31, 2026.
| For |
|
Against |
|
Abstentions |
| 3,191,174 |
|
12,417 |
|
171,481 |
A
majority of the shares present in person or by proxy and entitled to vote at the Meeting was required to ratify the appointment of Forvis
Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal
No. 2”). Accordingly, Proposal No. 2 was approved.
Proposal
No. 3: Advisory Vote on Executive Compensation (“Say on Pay”)
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 2,650,932 |
|
39,906 |
|
101,870 |
|
582,364 |
The
proposal to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (“Proposal
No. 3”), was approved on an advisory basis by a majority of the shares present in person or by proxy and entitled to vote at the
Meeting. This vote is not binding on the Company. However, the compensation committee of the Company’s board of directors will
consider the outcome of Proposal No. 3 when considering future executive compensation arrangements.
Proposal
No. 4: Authorization of the Board of Directors to Effect one or more Reverse Stock Split(s) of the Common Stock at a Ratio Between 1-for-2
and 1-for-150
| For |
|
Against |
|
Abstentions |
| 3,055,436 |
|
119,431 |
|
200,205 |
A
majority of the votes cast at the Meeting was required to approve the proposal to authorize the Company’s board of directors (“Board”)
to amend the Company’s amended and restated certificate of incorporation to effect one or more reverse stock splits of the Common
Stock by a cumulative ratio in the range of 1-for-2 and 1-for-150, to be effectuated at the Board’s discretion when and as needed
(“Proposal No. 4”). Accordingly, Proposal No. 4 was approved.
Proposal
No. 5: Approval of Adjournment of the Meeting
| For |
|
Against |
|
Abstentions |
| 3,077,059 |
|
85,755 |
|
212,258 |
Although
the proposal to adjourn the Meeting (“Proposal No. 5”) was deemed not necessary because there was a quorum present and there
were sufficient votes at the time of the Meeting to approve all other proposals, a majority of shares present in person or by proxy and
entitled to vote at the Meeting approved Proposal No. 5.
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.
| |
SHUTTLE PHARMACEUTICALS HOLDINGS, INC. |
Dated:
May 27, 2026 |
|
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Interim
Co-Chief Executive Officer |
