GT Biopharma Annual Meeting: Directors Elected; Reverse Stock Split Approved

What Happened

• GT Biopharma, Inc. (GTBP) reported the results of its Annual Meeting of Stockholders held Aug 14, 2026 (8‑K filed same day). As of the June 30, 2026 record date there were 44,338,573 shares outstanding and 23,357,724 shares (≈52.68%) were present or represented by proxy, constituting a quorum.
• Shareholders elected four directors, ratified Weinberg & Company, P.A. as independent accountants for 2026, approved a non‑binding advisory vote on executive compensation, approved a board‑authorized reverse stock split (1‑for‑10 to 1‑for‑30) with concurrent reduction of authorized shares, and approved two amendments to the 2022 Omnibus Incentive Plan (a 3,500,000 share increase and an evergreen provision).

Key Details

• Director election votes (For / Withheld / Broker non‑votes):
  • Michael Breen: 8,082,303 / 447,942 / 14,827,479
  • Charles J. Casamento: 6,792,575 / 1,737,670 / 14,827,479
  • Hilary Kramer: 6,734,797 / 1,795,448 / 14,827,479
  • David C. Mun‑Gavin: 6,763,184 / 1,767,061 / 14,827,479
• Ratification of independent accountants: For 22,687,907; Against 423,433; Abstain 246,384.
• Advisory (non‑binding) approval of executive compensation: For 6,057,507; Against 2,162,518; Abstain 310,220; Broker non‑votes 14,827,479.
• Reverse stock split and authorized‑share reductions approved: For 18,077,466; Against 4,754,281; Abstain 525,977. Approved split ratio range: 1‑for‑10 to 1‑for‑30; Board may implement within one year and will reduce authorized common to 25,000,000 and preferred to 1,500,000 if effected.
• 2022 Plan amendments approved:
  • Increase of shares by 3,500,000: For 5,538,180; Against 2,714,145; Abstain 277,920; Broker non‑votes 14,827,479.
  • Evergreen automatic annual increase provision: For 4,787,992; Against 3,572,304; Abstain 169,949; Broker non‑votes 14,827,479.

Why It Matters

• The board now has shareholder authorization to execute a reverse stock split (1‑for‑10 to 1‑for‑30) and reduce authorized shares, which could affect share count, per‑share price, and listing/compliance dynamics if implemented. The exact ratio and timing are at the Board’s discretion within one year.
• The ratification of independent accountants and approval of equity plan changes (including a 3.5M share increase and an evergreen feature) affect governance and potential future dilution from awards. The advisory approval of executive pay passed but was non‑binding.
• Investors should note the vote totals and significant broker non‑votes on several proposals (14,827,479 broker non‑votes), which reflect many shares held in street name where brokers did not cast votes on certain matters. Review future company disclosures for any implementation details (e.g., whether and when the reverse split is executed).