Celcuity Inc. 8-K

What Happened
Celcuity Inc. announced that at its May 14, 2026 annual meeting stockholders approved a new 2026 Stock Incentive Plan (effective on approval) and an amended and restated 2017 Employee Stock Purchase Plan (Restated ESPP). The Board’s slate of eight director nominees was elected, Boulay PLLP was ratified as the company’s independent registered public accounting firm for fiscal 2026, and shareholders approved, on an advisory basis, the company’s named executive officer compensation. The company filed the results in an 8‑K on May 18, 2026.

Key Details

• 2026 Stock Incentive Plan: 3,000,000 shares of common stock authorized for awards; became effective upon shareholder approval; no new awards will be made under the Prior Plan. Expired, cancelled or forfeited awards can be recycled into the 2026 Plan. Plan to be administered by the Compensation Committee.
• Restated ESPP: increased share reserve by 289,199 shares and extended the ESPP for an additional ten years; became effective on shareholder approval.
• Director elections: eight nominees elected — Richard E. Buller; David F. Dalvey; Leo T. Furcht; Lance G. Laing; Polly A. Murphy; Richard J. Nigon; Charles R. Romp; Brian F. Sullivan.
• Voting highlights: 2026 Plan approved (For: 28,691,350; Against: 9,002,785; Abstain: 12,076; Broker non‑votes: 3,622,556). Restated ESPP approved (For: 35,067,849; Against: 2,623,058; Abstain: 15,304). Say‑on‑pay advisory passed (For: 35,835,588; Against: 1,846,980). Auditor ratification passed (For: 40,931,291; Against: 377,611; Abstain: 19,865).

Why It Matters
Approval of the 2026 Plan and the expanded ESPP affects how Celcuity can compensate employees, consultants and directors going forward and increases the share pool available for stock-based incentives and employee purchases. Investors should note the size of the new plan (3 million shares) and the ESPP increase (289,199 shares), plus the voting margins (notably ~9M votes opposed to the 2026 Plan), which may reflect differing shareholder views on dilution or plan terms. The re‑election of the full board and ratification of auditors provide continuity in governance and financial oversight.