Shuttle Pharma holders OK reverse split authority

Shuttle Pharmaceuticals Holdings, Inc. held its 2026 annual stockholder meeting, with 3,375,072 shares of common stock represented out of 5,546,309 shares outstanding as of March 25, 2026, establishing a quorum of approximately 60.85%.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Stockholders elected four directors—Christopher Cooper, Adam Chambers, George Scorsis, and Angel Liriano—to serve until the 2027 annual meeting. They also ratified Forvis Mazars, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved on an advisory basis the executive compensation program described in the proxy statement.

Stockholders authorized the board to implement one or more reverse stock splits of the common stock at ratios between 1-for-2 and 1-for-150 at the board’s discretion. A proposal to adjourn the meeting was also approved, although it was ultimately not needed because a quorum was present and all other proposals had sufficient support.

Insights

All annual meeting proposals passed, giving the board wide flexibility on future reverse stock splits.

Shuttle Pharmaceuticals’ stockholders approved all five proposals at the 2026 annual meeting, including director elections, auditor ratification, and an advisory endorsement of executive pay. Turnout represented about 60.85% of the 5,546,309 shares outstanding as of the record date.

The most structurally important item is authorization for the board to execute one or more reverse stock splits in a broad range between 1-for-2 and 1-for-150. This does not itself change the share count but permits significant future share consolidation at the board’s discretion, which is often used to address listing standards or share-price levels.

The auditor ratification vote and strong support for the say-on-pay proposal suggest general stockholder support for current governance and compensation practices at this time. Future company filings will indicate if and when the board chooses to effect any specific reverse split ratio under this authority.

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

Shares outstanding: 5,546,309 shares Shares represented at meeting: 3,375,072 shares Quorum percentage: 60.85% +3 more

6 metrics

Shares outstanding 5,546,309 shares Common stock outstanding as of March 25, 2026 record date

Shares represented at meeting 3,375,072 shares Common stock present or by proxy at 2026 annual meeting

Quorum percentage 60.85% Portion of outstanding common shares represented at meeting

Reverse split authorization support 3,055,436 for Votes for Proposal No. 4, reverse stock split authorization

Auditor ratification support 3,191,174 for Votes for ratifying Forvis Mazars, LLP as 2026 auditor

Say-on-pay support 2,650,932 for Votes for advisory approval of executive compensation

Key Terms

reverse stock split, broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, +1 more

5 terms

reverse stock split financial

"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"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

broker non-votes financial

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 financial

"Forvis Mazars, 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.

advisory vote on executive compensation financial

"Proposal No. 3: Advisory Vote on Executive Compensation (“Say on Pay”)"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

quorum financial

"representing approximately 60.85% of the outstanding shares of Common Stock, and thereby a quorum was present for the Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

What did Shuttle Pharmaceuticals (SHPH) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing four directors, ratifying Forvis Mazars, LLP as auditor, approving an advisory say-on-pay resolution, authorizing the board to implement one or more reverse stock splits, and authorizing a potential adjournment of the meeting, which ultimately was not required.

How many Shuttle Pharmaceuticals (SHPH) shares were represented at the 2026 annual meeting?

A total of 3,375,072 shares of common stock were represented in person or by proxy. This equaled approximately 60.85% of the 5,546,309 shares outstanding as of the March 25, 2026 record date, providing a sufficient quorum for conducting official business.

Were Shuttle Pharmaceuticals’ 2026 director nominees approved by stockholders?

Yes. All four director nominees—Christopher Cooper, Adam Chambers, George Scorsis, and Angel Liriano—were elected by a plurality of votes cast. Each will serve until the 2027 annual meeting and until a successor is elected and qualified or earlier resignation or removal.

Did Shuttle Pharmaceuticals (SHPH) stockholders approve the reverse stock split authorization?

Yes. Stockholders approved authorizing the board to amend the certificate of incorporation to effect one or more reverse stock splits at ratios between 1-for-2 and 1-for-150, to be implemented at the board’s discretion when and as needed in the future.

Was the Shuttle Pharmaceuticals (SHPH) auditor ratified for fiscal year 2026?

Yes. Stockholders ratified the appointment of Forvis Mazars, LLP as Shuttle Pharmaceuticals’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 3,191,174 shares voting for, 12,417 against, and 171,481 abstaining.

How did Shuttle Pharmaceuticals (SHPH) stockholders vote on executive compensation in 2026?

Stockholders approved the advisory say-on-pay proposal with 2,650,932 votes for, 39,906 against, and 101,870 abstentions, plus 582,364 broker non-votes. Although advisory and non-binding, the board’s compensation committee intends to consider this outcome in future compensation decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 09:00 AM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Shuttle Pharma holders OK reverse split authority

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