Shuttle Pharmaceuticals Holdings, Inc. 8-K

What Happened

• Shuttle Pharmaceuticals Holdings, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026. As of the March 25, 2026 record date, 5,546,309 shares of common stock were outstanding and 3,375,072 shares (≈60.85%) were represented, establishing a quorum.
• Shareholders elected four director nominees—Christopher Cooper, Adam Chambers, George Scorsis and Angel Liriano—to serve until the 2027 annual meeting. The meeting also ratified Forvis Mazars, LLP as the company’s independent registered public accounting firm for the 2026 fiscal year, approved the advisory “say-on-pay” vote, and authorized the board to effect one or more reverse stock splits of common stock at a cumulative ratio between 1-for-2 and 1-for-150. An adjournment proposal was also approved (though adjournment was not required).

Key Details

• Outstanding shares / quorum: 5,546,309 outstanding; 3,375,072 shares represented (≈60.85%).
• Director election vote totals:
  • Christopher Cooper — For: 2,621,457; Withheld: 171,251; Broker non-votes: 582,364
  • Adam Chambers — For: 2,616,680; Withheld: 176,028; Broker non-votes: 582,364
  • George Scorsis — For: 2,664,628; Withheld: 128,080; Broker non-votes: 582,364
  • Angel Liriano — For: 2,664,666; Withheld: 128,042; Broker non-votes: 582,364
• Other vote results:
  • Ratification of auditor (Forvis Mazars, LLP): For 3,191,174; Against 12,417; Abstain 171,481
  • Advisory vote on executive compensation (Say on Pay): For 2,650,932; Against 39,906; Abstain 101,870; Broker non-votes 582,364
  • Reverse stock split authorization (board discretion, 1-for-2 to 1-for-150): For 3,055,436; Against 119,431; Abstain 200,205

Why It Matters

• The board now has shareholder approval to amend the charter and implement one or more reverse stock splits (1-for-2 up to 1-for-150) at its discretion. That authorization does not change the share count or price until the board acts, but it gives the company flexibility to consolidate shares if needed (for example, to meet listing standards or change per‑share metrics).
• Re-election of the four directors and ratification of the auditor maintain continuity in governance and financial oversight. The advisory approval of executive compensation is non-binding but will be considered by the compensation committee when setting future pay.
• Investors should note these are governance and procedural actions; no reverse split has been implemented yet and further filings would be required if and when the board elects to effect a split.