PLUS THERAPEUTICS, INC. 8-K

What Happened
Plus Therapeutics, Inc. (PSTV) filed an 8-K on May 15, 2026 reporting the results of its Annual Meeting of Stockholders held May 14, 2026. The meeting vote outcomes included the election of six directors, ratification of CBIZ CPAs, P.C. as the company’s independent auditor for 2026, an advisory (non-binding) approval of executive compensation, and approval of the sixth amendment and restatement of the 2020 Stock Incentive Plan. Vote totals are presented before the company’s 1-for-25 reverse stock split that became effective April 2, 2026.

Key Details

• Record date shares outstanding (pre-split): 171,550,698 (March 18, 2026). Shares represented at the meeting: 64,857,321.
• Director elections (terms to 2027) — votes FOR / WITHHELD (broker non-votes: 50,807,018 for each nominee):
  • Howard Clowes: 11,863,579 FOR; 2,186,724 WITHHELD
  • An van Es-Johansson, M.D.: 12,384,866 FOR; 1,665,437 WITHHELD
  • Richard J. Hawkins: 12,344,152 FOR; 1,706,151 WITHHELD
  • Marc H. Hedrick, M.D.: 12,350,511 FOR; 1,699,792 WITHHELD
  • Ronald A. Andrews: 12,417,138 FOR; 1,633,165 WITHHELD
  • Kyle Guse, Esq., MBA, CPA: 12,384,591 FOR; 1,665,712 WITHHELD
• Proposal 2 (auditor ratification): CBIZ CPAs, P.C. ratified — 60,860,051 FOR; 2,292,062 AGAINST; 1,705,208 ABSTENTIONS.
• Proposal 3 (advisory vote on executive compensation): APPROVED — 10,389,498 FOR; 3,364,694 AGAINST; 296,111 ABSTENTIONS; broker non-votes: 50,807,018.
• Proposal 4 (sixth amendment & restatement of 2020 Stock Incentive Plan): APPROVED — 7,976,002 FOR; 5,648,887 AGAINST; 425,414 ABSTENTIONS; broker non-votes: 50,807,018.

Why It Matters
These results finalize the company’s board composition for the coming year and confirm CBIZ CPAs, P.C. as the independent auditor for fiscal 2026. The advisory approval of executive compensation indicates shareholder support on pay practices (non-binding). Approval of the amended stock incentive plan is material because it governs future equity awards to executives, employees and directors. Investors should note the large number of broker non-votes reported on several proposals and that all vote counts were presented before the April 2, 2026 1-for-25 reverse stock split, which affects post-split share counts.