FRACTYL HEALTH, INC.

8-K · guts-20260610.htm iXBRL

0001572616 2026-06-10 2026-06-10

  
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
 FORM 8-K
  
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): June 10, 2026

  
  
 Fractyl Health, Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Delaware

 001-41942

 27-3553477

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

  

  

  

  

  

 3 Van de Graaff Drive
 Suite 200

  

 Burlington , Massachusetts

  

 01803

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 Registrant’s Telephone Number, Including Area Code: (781) 902-8800

  

  

 (Former Name or Former Address, if Changed Since Last Report)
  
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

 Trading
Symbol(s)

  

Name of each exchange on which registered

 Common Stock, $0.00001 par value per share

  

 GUTS

  

 The Nasdaq Global Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☒
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 On June 10, 2026, Fractyl Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 158,648,963 shares of the Company’s common stock outstanding as of the record date of April 17, 2026, 112,236,206 shares were represented at the Annual Meeting, either by proxy or by attending the meeting, representing approximately 70.7% in voting power of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The matters voted on at the Annual Meeting, each of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026, and the votes cast with respect to each such matter are set forth below:

 1. Election of Class II Directors
 The election of the following individuals as Class II directors, each for a three-year term ending at the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal:

 Director Nominee

 For

 Withheld

 Broker Non-Vote

 Marc Elia

 65,196,683

 9,029,601

 38,009,922

 Clive Meanwell, M.B., Ch.B., M.D.

 63,701,054

 10,525,230

 38,009,922

 Ian Sheffield

 73,761,318

 464,966

 38,009,922

  
 2. Ratification of Independent Auditors
 The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

 For

 Against

 Abstain

 107,931,959

 189,715

 4,114,532

  
 Based on the foregoing votes, each of Marc Elia, Clive Meanwell, M.B., Ch.B., M.D., and Ian Sheffield were elected as directors and Item 2 was approved.
  

 SIGNATURES
 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.

  

  

  

 Fractyl Health, Inc.

  

  

  

  

 Date:

 June 11, 2026

 By:

 /s/ Harith Rajagopalan

  

  

  

 Harith Rajagopalan, M.D., Ph.D.
 Co-Founder, Chief Executive Officer and Director
(Principal Executive Officer)