UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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On Thursday, May 28, 2026, Shattuck Labs, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 2, 2026, the record date for the Annual Meeting, there were 75,581,787 shares of common stock entitled to vote at the meeting.
| Item 5.02. | Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan (as so amended, the “Plan”) to revise the calculation of the automatic annual increase in the number of shares of common stock available for issuance, increase the number of shares available for issuance under the Plan by 1,691,082 shares, and extend the Plan’s term to March 23, 2036.
For additional information regarding the Plan, please refer to the heading “Summary of the Amended and Restated 2020 Equity Incentive Plan” contained in Proposal 5 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.
The foregoing description of the Plan and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, each of the Company’s director nominees was elected, a frequency of one year received the plurality of votes cast on Proposal 4 and the other proposals voted on were approved. The final voting results are set forth below:
| Votes For |
Votes Withheld |
Broker Non-Votes | ||||||||||||
| Proposal 1. Election of Class III Director Nominees |
||||||||||||||
• Taylor Schreiber, M.D., Ph.D. |
51,347,234 | 2,860,512 | 10,607,421 | |||||||||||
• Helen M. Boudreau |
50,110,095 | 4,097,651 | 10,607,421 | |||||||||||
• Clay Siegall, Ph.D. |
50,388,129 | 3,819,617 | 10,607,421 | |||||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||||||||
| Proposal 2. Ratification of KPMG LLP as Independent Auditor |
64,802,807 | 7,317 | 5,043 | 0 | ||||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||||||||
| Proposal 3. Advisory Vote on Executive Compensation |
49,849,887 | 4,356,199 | 1,660 | 10,607,421 | ||||||||||
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||
| Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |
53,948,458 | 21,627 | 237,643 | 18 | 10,607,421 | |||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||||||||
| Proposal 5. Approval of Amendment and Restatement of the 2020 Equity Incentive Plan |
43,498,166 | 10,709,563 | 17 | 10,607,421 | ||||||||||
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In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Amended and Restated 2020 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Shattuck Labs, Inc. | ||||||
| Date: June 2, 2026 | By: | /s/ Dr. Taylor Schreiber | ||||
| Dr. Taylor Schreiber | ||||||
| Chief Executive Officer (principal executive officer) | ||||||
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