Arcturus Therapeutics Holdings Inc.

8-K · e665552_8k-arct.htm iXBRL

0001768224

 2026-06-05
 2026-06-05

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

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 5, 2026

   

 ARCTURUS THERAPEUTICS HOLDINGS
INC.

 (Exact name of registrant as
specified in its charter)

  

 Delaware
  
 001-38942
  
 32-0595345

 (State or other jurisdiction

of incorporation)
  
 (Commission

File Number)
  
 (I.R.S. Employer

Identification No.)

  

 10285 Science Center Drive

 San Diego ,  California   92121

 (Address of principal executive
offices)

  

 Registrant’s telephone
number, including area code:  (858)   900-2660

  

 (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, par value $0.001 per share
  
 ARCT
  
 The NASDAQ Stock Market LLC

     

 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 5, 2026, Arcturus
Therapeutics Holdings Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Meeting”).The total
number of shares of common stock, par value $0.001 per share, entitled to vote at the Meeting was 28,423,069 and there were present at
the Meeting, in person or by proxy, 21,435,189 shares, which constituted a quorum for the Meeting.

  

 At the Meeting, the stockholders
voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with
the SEC on April 24, 2026 (the “Proxy Statement”):

  

 (1) To elect Dr. Peter Farrell,
Joseph E. Payne, James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet, Dr. Jing L. Marantz, Dr. John Markels, and Dr. Moncef Slaoui to
the Board of Directors, to serve until the Company’s annual meeting of stockholders;

  

 (2) To approve, on a non-binding
advisory basis, the resolution approving named executive officer compensation; and

  

 (3) To ratify the appointment
of Deloitte & Touche LLP (“Deloitte”), as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2026.

  

 The final results of the stockholder
votes at the Meeting are set forth below:

  

 Proposal No. 1

  

    
 For  
 Withhold  
 Broker Non-Votes

 Approval of the election of the following individuals as directors of the Company, as provided in Proposal Number 1 of the Proxy Statement:  
        
        
      

 (1) Dr. Peter Farrell  
   15,641,369    
   116,895    
   5,676,925  

 (2) Joseph E. Payne  
   15,660,970    
   97,294    
   5,676,925  

 (3) James Barlow  
   15,618,263    
   140,001    
   5,676,925  

 (4) Dr. Edward W. Holmes  
   15,521,066    
   237,198    
   5,676,925  

 (5) Dr. Magda Marquet  
   15,616,156    
   142,108    
   5,676,925  

 (6) Dr. Jing L. Marantz  
   15,626,241    
   132,023    
   5,676,925  

 (7) Dr. John H. Markels  
   15,633,667    
   124,597    
   5,676,925  

 (8) Dr. Moncef Slaoui  
   15,643,492    
   114,772    
   5,676,925  

  

 Each of the nine nominees
was elected to the Board, each to hold office until the Company’s 2027 annual meeting of stockholders and until their respective
successors are elected and qualified. 

   

 Proposal No. 2

  

    
 For  
 Against  
 Abstain  
 Broker Non-Votes

 Approval,  on a non-binding advisory basis, the resolution approving named executive officer compensation , referred to as “say-on-pay,” as provided in Proposal Number 2 of the Proxy Statement:  
   15,254,240    
   327,647    
   176,375    
   5,676,927  

  

 The proposal was approved. 

  

 Proposal No. 3

  

    
 For  
 Against  
 Abstain  
 Broker Non-Votes

 Approval of the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2026, as provided in Proposal Number 3 of the Proxy Statement:  
   21,378,017    
   46,823    
   10,349    
 N/A

  

 The appointment was ratified. 

   

  

  

  

 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.

  

  
 Arcturus Therapeutics Holdings Inc.

 Date: June 5, 2026
  

  
  
  

  
 By:

 /s/ Joseph E. Payne

  
 Name:
 Joseph E. Payne

  
 Title:
 Chief Executive Officer