SHPH Shuttle Pharmaceuticals Holdings, Inc. - 8-K

Item
5.07 Submission of Matters to a Vote of Security Holders.

On
May 21, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”).

As
of March 25, 2026, the record date for the Meeting, there were 5,546,309 shares of the Company’s common stock, par value $0.00001
per share (“Common Stock”), were issued and outstanding, with each share entitled to one vote on each proposal at the Meeting.
At the Meeting, the stockholders holding an aggregate of 3,375,072 shares of Common Stock entitled to vote at the Meeting were represented
in person or by proxy, representing approximately 60.85% of the outstanding shares of Common Stock, and thereby a quorum was present
for the Meeting.

The
final results for each of the proposals considered at the Meeting are set forth below, as certified by the inspector of elections for
the Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A filed by the Company with
the U.S. Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”)

Proposal
No. 1: Election of Directors

Nominee
Name

For

Withheld

Broker
Non-Votes

Christopher Cooper

2,621,457

171,251

582,364

Adam Chambers

2,616,680

176,028

582,364

George Scorsis

2,664,628

128,080

582,364

Angel Liriano

2,664,666

128,042

582,364

A
plurality of the votes cast at the Meeting was required to approve the election of each of the nominees listed above as directors to
serve until the 2027 annual meeting of the Company’s stockholders and until each of their respective successors are elected and
qualified or until each of their earlier resignation or removal (“Proposal No. 1”). Accordingly, Proposal No. 1 was approved
and the four nominees elected at the Meeting commenced their respective terms at the end of the Meeting.

Proposal
No. 2: Ratification of Appointment of Forvis Mazars, LLP as the Company’s Independent Registered Public Accounting Firm for the
fiscal year ending December 31, 2026.

For

Against

Abstentions

3,191,174

12,417

171,481

A
majority of the shares present in person or by proxy and entitled to vote at the Meeting was required to ratify the appointment of Forvis
Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal
No. 2”). Accordingly, Proposal No. 2 was approved.

Proposal
No. 3: Advisory Vote on Executive Compensation (“Say on Pay”)

For

Against

Abstentions

Broker
Non-Votes

2,650,932

39,906

101,870

582,364

The
proposal to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (“Proposal
No. 3”), was approved on an advisory basis by a majority of the shares present in person or by proxy and entitled to vote at the
Meeting. This vote is not binding on the Company. However, the compensation committee of the Company’s board of directors will
consider the outcome of Proposal No. 3 when considering future executive compensation arrangements.

Proposal
No. 4: Authorization of the Board of Directors to Effect one or more Reverse Stock Split(s) of the Common Stock at a Ratio Between 1-for-2
and 1-for-150

For

Against

Abstentions

3,055,436

119,431

200,205

A
majority of the votes cast at the Meeting was required to approve the proposal to authorize the Company’s board of directors (“Board”)
to amend the Company’s amended and restated certificate of incorporation to effect one or more reverse stock splits of the Common
Stock by a cumulative ratio in the range of 1-for-2 and 1-for-150, to be effectuated at the Board’s discretion when and as needed
(“Proposal No. 4”). Accordingly, Proposal No. 4 was approved.

Proposal
No. 5: Approval of Adjournment of the Meeting

For

Against

Abstentions

3,077,059

85,755

212,258

Although
the proposal to adjourn the Meeting (“Proposal No. 5”) was deemed not necessary because there was a quorum present and there
were sufficient votes at the time of the Meeting to approve all other proposals, a majority of shares present in person or by proxy and
entitled to vote at the Meeting approved Proposal No. 5.