05/01/2026 | Press release | Distributed by Public on 05/01/2026 14:36
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 1, 2026, Aditxt, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting") in a virtual-only format. An aggregate of 294,398 shares of the Company's common stock, representing 34.17% of the shares outstanding and entitled to vote as of March 26, 2026, the record date for the Annual Meeting, were represented virtually or by valid proxies at the Annual Meeting, constituting a quorum.
Set forth below is a brief description of the matters voted upon at the Annual Meeting and the voting results with respect to such matters.
1. The vote to elect five (5) members to the Company's board of directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal, was as follows:
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Amro Albanna | 122,066 | 28,335 | 143,997 | ||||||||
| Shahrokh Shabahang, D.D.S., MS, Ph.D. | 122,283 | 28,118 | 143,997 | ||||||||
| Brian Brady | 117,484 | 32,917 | 143,997 | ||||||||
| Charles Nelson | 127,329 | 23,072 | 143,997 | ||||||||
| Sylvia Hermina | 123,844 | 26,557 | 143,997 | ||||||||
2. The vote to ratify the appointment of dbbmckennon as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 264,043 | 18,229 | 12,126 | 0 | ||||||||
3. The vote to approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers, was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 117,998 | 26,096 | 6,307 | 143,997 | ||||||||
4. The vote to approve, on an advisory (non-binding) basis, the frequency of future advisory votes on named executive officer compensation, was as follows:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||
| 86,436 | 7,450 | 46,135 | 10,380 | 143,997 | ||||||||
After considering the voting results and other factors it deemed relevant, the Board of Directors has determined that the Company will hold future advisory votes on executive compensation every three years until the next required advisory vote on the frequency of future advisory votes on executive compensation.
5. The vote to grant discretionary authority to the Company's board of directors to (i) amend the Company's certificate of incorporation to combine outstanding shares of the Company's common stock into a lesser number of outstanding shares, or a "reverse stock split," at a specific ratio within a range of one-for-two (1:2) to a maximum of a one-for-two hundred fifty (1:250) split, with the exact ratio to be determined by the Company's board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders, was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 205,568 | 84,351 | 4,479 | 0 | ||||||||
6. The vote to authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or any adjournment or postponement thereof to approve any of the foregoing proposals, was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 218,773 | 73,120 | 2,505 | 0 | ||||||||