Pelthos Therapeutics stockholders elected all eight director nominees, ratified Grant Thornton LLP as the company’s independent auditor for 2026, and approved a replacement equity incentive plan at the company’s September 29, 2026 annual meeting. The company reported that 3,396,094 votes were represented, equal to 70.0% of the voting power entitled to vote.
What happened at Pelthos Therapeutics’ annual meeting?
The meeting took place online at 9:00 a.m. Eastern on September 29, 2026. The record date was August 4, 2026. Pelthos reported the meeting outcomes in a Form 8-K filed October 1, 2026. The company said the represented votes constituted a quorum.
Common stock and Series A preferred stock voted together as a single class. Eligible holders had one vote per common share, with Series A preferred voting based on the common shares underlying it on an as-converted basis, subject to the proxy’s terms.
Which directors were elected?
Stockholders elected all eight nominees to terms ending at the 2027 Annual Meeting, or until successors are elected and qualified or a director’s earlier resignation or removal. Vote totals reported by Pelthos were:
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| Nominee | For | Withheld | Broker non-votes |
|---|---|---|---|
| Peter Greenleaf | 2,866,344 | 19,577 | 510,173 |
| Richard Baxter | 2,882,376 | 3,545 | 510,173 |
| Todd Davis | 2,878,889 | 7,032 | 510,173 |
| Andrew Einhorn | 2,885,576 | 345 | 510,173 |
| Ezra Friedberg | 2,884,226 | 1,695 | 510,173 |
| Richard Malamut | 2,883,783 | 2,138 | 510,173 |
| Matthew Pauls | 2,775,221 | 110,700 | 510,173 |
| Scott Plesha | 2,885,576 | 345 | 510,173 |
Did shareholders approve the new equity incentive plan?
Yes. Stockholders approved the Pelthos Therapeutics Inc. 2026 Equity Incentive Plan by 2,698,543 votes for and 187,365 against, with 13 abstentions and 510,173 broker non-votes. The plan became effective immediately upon approval and replaced the company’s 2023 Equity Incentive Plan.
How the share pool is calculated
The plan’s initial maximum pool starts at 500,000 shares, then includes shares that remained available for grant under the 2023 plan and were not subject to outstanding awards on the effective date. It also includes qualifying shares tied to old-plan awards that are later forfeited, expire, or otherwise terminate without issuance. The plan provides for adjustments, so 500,000 is not the full description of the authorized pool.
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What awards the plan permits
The plan allows nonqualified and incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards. The company says its purpose is to encourage service providers to remain associated with it and participate in its growth through equity awards intended to align their interests with stockholders.
Approval did not itself issue shares or mean that the full plan pool was granted. Awards already outstanding under the 2023 plan on the new plan’s effective date remain governed by the old plan until exercised, expired, paid, or otherwise terminated or canceled.
How did the auditor proposal fare?
Stockholders ratified Grant Thornton LLP’s appointment as Pelthos Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 3,394,740 for, one against, and 1,353 abstentions.
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Official filings
- Pelthos Therapeutics’ Form 8-K, filed October 1, 2026, reporting the meeting results and including the 2026 plan.
- Pelthos Therapeutics’ definitive proxy statement, filed August 18, 2026, describing the proposals, voting procedures, and plan terms.
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