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Scan for outdated or missing drivers - takes under a minuteDriver Scan →Repair Windows errors before they cause bigger problemsFix Now →Pelthos Therapeutics stockholders elected all eight director nominees, ratified Grant Thornton LLP as the company’s independent auditor for 2026, and approved a new equity incentive plan at the company’s September 29, 2026 annual meeting. The plan took effect immediately and replaces the 2023 plan, though awards already outstanding under the old plan remain governed by it.
What happened at Pelthos Therapeutics’ 2026 annual meeting?
The online meeting began at 9:00 a.m. Eastern on September 29, 2026. Pelthos Therapeutics reported that 3,396,094 votes were represented, equal to 70.0% of the voting power entitled to vote, and that a quorum was present. The record date was August 4, 2026. Common stock and Series A preferred stock voted together as a single class; voting rights for the preferred stock were tied to the common shares underlying it on an as-converted basis, subject to the proxy’s terms.
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The company reported the results in a Form 8-K filed October 1, 2026. Stockholders approved all three matters put to a vote: the director slate, auditor ratification, and the 2026 Equity Incentive Plan.
Which directors were elected?
All eight nominees were elected to serve until the 2027 Annual Meeting, or until their successors are elected and qualified or their earlier resignation or removal. The filing reported these votes:
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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 |
How did the auditor and equity-plan votes go?
Stockholders ratified Grant Thornton LLP’s appointment as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 3,394,740 votes for, one against, and 1,353 abstentions.
The 2026 Equity Incentive Plan was approved with 2,698,543 votes for, 187,365 against, and 13 abstentions; there were also 510,173 broker non-votes. The board had recommended voting in favor of all three proposals.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What changes under the 2026 Equity Incentive Plan?
The new plan replaced the 2023 Equity Incentive Plan and became effective immediately upon stockholder approval. Awards that were outstanding under the 2023 plan on that date continue under the old plan until exercised, expired, paid, or otherwise terminated or canceled.
The share pool is more than 500,000 shares
The plan’s initial maximum pool starts at 500,000 shares, then adds 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 shares being issued. The authorization is subject to adjustment under the plan, so 500,000 is not the full formula.
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The plan permits nonqualified and incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards. It is an equity-award plan, not an employee stock purchase plan. Approval authorizes awards under the plan; it does not mean the shares were issued or that the entire pool was granted.
Pelthos said the plan is intended to encourage service providers to remain associated with the company and participate in its growth through equity awards designed to align their interests with stockholders. That is the company’s stated rationale, not a guarantee of how the plan will affect retention or shareholder value.
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