PROVECTUS BIOPHARMACEUTICALS, INC. 8-K

What Happened

• Provectus Biopharmaceuticals, Inc. announced the results of its annual meeting of stockholders held June 18, 2026 (filed on Form 8-K June 22, 2026). Stockholders voted on five proposals; all were approved consistent with the Board’s recommendations.
• Directors elected for one-year terms: Webster Bailey (For 191,823,174; Withhold 16,387,830), John Lacey, III, M.D. (For 191,947,635; Withhold 16,263,369), Ed Pershing, CPA (For 197,553,672; Withhold 10,657,332), and Dominic Rodrigues (For 192,036,957; Withhold 16,174,047). There were 131,619,889 broker non-votes on the director elections.

Key Details

• Advisory executive compensation vote (Say-on-Pay): For 190,162,705; Against 16,667,960; Abstain 1,380,339. (131,619,889 broker non-votes.)
• Auditor ratification: Stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for 2026 — For 329,742,597; Against reported as "7,6914,122" (filing appears to contain a typographical error); Abstain 2,474,174.
• Reverse stock split authorization: Stockholders authorized the Board to effect a reverse stock split of common stock, Series D and Series D-1 preferred stock at a ratio between 1-for-10 and 1-for-50 and to proportionally adjust terms in the Certificates of Designation — For 315,344,309; Against 23,622,833; Abstain 863,751.
• Authorized share decrease tied to reverse split: Stockholders authorized the Board, if it implements the reverse split, to decrease the number of authorized common and preferred shares by the same ratio — For 311,771,119; Against 22,227,876; Abstain 5,831,898.

Why It Matters

• The Board now has shareholder approval to implement a reverse stock split anywhere between 1-for-10 and 1-for-50 and to reduce authorized shares accordingly. If implemented, a reverse split will reduce the number of outstanding shares and authorized shares proportionally and will adjust preferred-stock terms — an action that can affect share count, per‑share metrics and market perception.
• Ratification of CBIZ CPAs P.C. secures the company’s auditor for 2026. The advisory Say-on-Pay passed, and all nominated directors were re-elected, meaning investor support aligned with the Board’s recommendations.
• Note for investors: the filing shows a large number of broker non-votes on certain proposals (notably the director elections and Say-on-Pay), and an apparent typographical error in the auditor vote tally as filed; refer to the company’s official 8-K for the exact reported figures.