Shattuck Labs (STTK) investors approve equity plan boost and annual say-on-pay

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8-K Event Classification

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Key Terms

What did Shattuck Labs (STTK) stockholders approve for the 2020 Equity Incentive Plan?

How many Shattuck Labs (STTK) shares were entitled to vote at the 2026 Annual Meeting?

What voting frequency on executive compensation did Shattuck Labs (STTK) stockholders prefer?

Were Shattuck Labs (STTK) director nominees elected at the 2026 Annual Meeting?

Who was ratified as Shattuck Labs (STTK) independent auditor for 2026?

How did Shattuck Labs (STTK) stockholders vote on executive compensation in 2026?

Agreements & Contracts

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Shattuck Labs, Inc. reported results from its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment and restatement of the 2020 Equity Incentive Plan to increase the shares available for issuance by 1,691,082 and extend the plan’s term to March 23, 2036.

As of the April 2, 2026 record date, 75,581,787 shares of common stock were entitled to vote. All three Class III director nominees were elected, KPMG LLP was ratified as independent auditor, and the advisory vote on executive compensation passed. Stockholders favored holding future say‑on‑pay votes every year, and the company plans to conduct these votes annually.

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, and exhibit attachments filed with this report.

Shares entitled to vote: 75,581,787 shares Equity plan share increase: 1,691,082 shares Equity plan term: March 23, 2036 +3 more

6 metrics

Shares entitled to vote 75,581,787 shares Common stock entitled to vote as of April 2, 2026 record date

Equity plan share increase 1,691,082 shares Additional shares available under amended 2020 Equity Incentive Plan

Equity plan term March 23, 2036 New expiration date of amended and restated 2020 Equity Incentive Plan

Say-on-pay support 49,849,887 votes for Advisory vote approving executive compensation at 2026 Annual Meeting

Auditor ratification votes 64,802,807 votes for Ratification of KPMG LLP as independent auditor

Annual say-on-pay preference 53,948,458 votes Votes favoring one-year frequency for future executive compensation votes

2020 Equity Incentive Plan, Advisory Vote on Executive Compensation, Broker Non-Votes, independent auditor

4 terms

2020 Equity Incentive Plan financial

"approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan"

Advisory Vote on Executive Compensation financial

"Proposal 3. Advisory Vote on Executive Compensation"

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.

Broker Non-Votes financial

"Votes For | Votes Against | Abstentions | 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 auditor financial

"Proposal 2. Ratification of KPMG LLP as Independent Auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

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Understanding 8-K Material Events →

06/02/2026 - 05:00 PM

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): May 28, 2026

Shattuck Labs, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39593

81-2575858

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

500 W. 5th Street, Suite 1200

Austin, TX 78701

(Address of principal executive offices, including zip code)

(512) 900-4690

(Registrant’s telephone number, including area code)

Not Applicable

(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 $0.0001 per share	STTK	The Nasdaq Global Select 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. ☐

On Thursday, May 28, 2026, Shattuck Labs, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 2, 2026, the record date for the Annual Meeting, there were 75,581,787 shares of common stock entitled to vote at the meeting.

Item 5.02.

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

At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan (as so amended, the “Plan”) to revise the calculation of the automatic annual increase in the number of shares of common stock available for issuance, increase the number of shares available for issuance under the Plan by 1,691,082 shares, and extend the Plan’s term to March 23, 2036.

For additional information regarding the Plan, please refer to the heading “Summary of the Amended and Restated 2020 Equity Incentive Plan” contained in Proposal 5 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the Plan and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, each of the Company’s director nominees was elected, a frequency of one year received the plurality of votes cast on Proposal 4 and the other proposals voted on were approved. The final voting results are set forth below:


		Votes For		Votes Withheld		Broker Non-Votes
Proposal 1. Election of Class III Director Nominees
• Taylor Schreiber, M.D., Ph.D.			51,347,234		2,860,512	10,607,421
• Helen M. Boudreau			50,110,095		4,097,651	10,607,421
• Clay Siegall, Ph.D.			50,388,129		3,819,617	10,607,421

	Votes For	Votes Against		Abstentions		Broker Non-Votes
Proposal 2. Ratification of KPMG LLP as Independent Auditor	64,802,807		7,317		5,043	0

	Votes For	Votes Against		Abstentions		Broker Non-Votes
Proposal 3. Advisory Vote on Executive Compensation	49,849,887		4,356,199		1,660	10,607,421

	1 Year	2 Years		3 Years		Abstentions	Broker Non-Votes
Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	53,948,458		21,627		237,643	18	10,607,421

	Votes For	Votes Against		Abstentions		Broker Non-Votes
Proposal 5. Approval of Amendment and Restatement of the 2020 Equity Incentive Plan	43,498,166		10,709,563		17	10,607,421

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.

Item 9.01.

Financial Statements and Exhibits.

Exhibits


Exhibit Number		Description of Exhibit

10.1		Amended and Restated 2020 Equity Incentive Plan.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Source: View Original Filing on SEC EDGAR

Stockholders approved an amended and restated 2020 Equity Incentive Plan, increasing available shares by 1,691,082 and extending the plan’s term to March 23, 2036. The plan’s automatic annual share increase calculation was also revised, as described in the company’s proxy statement.

A total of 75,581,787 shares of Shattuck Labs common stock were entitled to vote as of the April 2, 2026 record date. These shares determined the voting base for director elections, auditor ratification, executive compensation, and the equity incentive plan amendment.

Stockholders favored an annual advisory vote on executive compensation, with 53,948,458 votes for one year. The company plans to hold future say-on-pay votes each year until the next required frequency vote or a different schedule is determined by the board.

Yes. Class III director nominees Taylor Schreiber, M.D., Ph.D., Helen M. Boudreau, and Clay Siegall, Ph.D., were elected. Each received over 50 million votes for, with broker non-votes of 10,607,421 reported for this proposal.

KPMG LLP was ratified as Shattuck Labs’ independent auditor, receiving 64,802,807 votes for, 7,317 against, and 5,043 abstentions, with no broker non-votes. This ratification confirms stockholder support for continuing KPMG’s role as the company’s external auditor.

In the advisory vote on executive compensation, 49,849,887 votes were cast for approval and 4,356,199 against, with 1,660 abstentions and 10,607,421 broker non-votes. This reflects stockholder support for the company’s executive pay program as presented.

4 documents

Shattuck Labs, Inc.

Date: June 2, 2026

/s/ Dr. Taylor Schreiber

Dr. Taylor Schreiber

Chief Executive Officer

(principal executive officer)

EX-10.1 EX-10.1 118.2 KB