{"url_path":"/sec/caps/8-k/2026-06-22/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/887151/0001437749-26-021256-index.html","accession_number":"0001437749-26-021256","cik":"0000887151","ticker":"CAPS","issuer_name":"Capstone Holding Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/887151/0001437749-26-021256-index.html","primary_entity_key":"0000887151","primary_entity_name":"Capstone Holding Corp."},"word_count":670,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to a Vote of Security Holders**\n\n \n\nOn June 18, 2026, the Company held an annual meeting of stockholders (the “Annual Meeting”) virtually.\n\n \n\nAs of the close of business on April 22, 2026, the record date for the Annual Meeting (the “Record Date”), there were a total of 16,888,500 votes outstanding, consisting of (i) 14,435,905 shares of common stock, (ii) 985,063 shares of Series B Preferred Stock, and (iii) 1,467,532 shares of the company’s Series Z Preferred Stock, each entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 10,060,025 votes, comprised of shares of the Company’s common stock, Series B Preferred Stock and Series Z Preferred Stock, equivalent to approximately 59.57% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The holders of Series Z Preferred Stock were not entitled to vote on Proposal Five. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.\n\n \n\n1. The two nominees for Class I director were elected to serve a one-year term as follows:\n\n \n\n**Director**\n\n​\n\n**Votes For**\n\n​\n\n​\n\n**% Votes For**\n\n​\n\n​\n\n**Votes Withheld**\n\n​\n\n​\n\n**% Votes Withheld**\n\n​\n\nFredric J. Feldman, Ph.D.\n\n​\n\n​\n\n7,903,599\n\n​\n\n​\n\n​\n\n94.07\n\n%\n\n​\n\n​\n\n498,185\n\n​\n\n​\n\n​\n\n5.93\n\n%\n\nElwood D. Howse, Jr.\n\n​\n\n​\n\n7,893,504\n\n​\n\n​\n\n​\n\n93.95\n\n%\n\n​\n\n​\n\n508,280\n\n​\n\n​\n\n​\n\n6.05\n\n%\n\n \n\n \n\n2. The two nominees for Class II director were elected to serve a two-year term as follows:\n\n \n\n**Director**\n\n​\n\n**Votes For**\n\n​\n\n​\n\n**% Votes For**\n\n​\n\n​\n\n**Votes Withheld**\n\n​\n\n​\n\n**% Votes Withheld**\n\n​\n\nJohn M. Holliman, III\n\n​\n\n​\n\n7,892,856\n\n​\n\n​\n\n​\n\n93.94\n\n%\n\n​\n\n​\n\n508,928\n\n​\n\n​\n\n​\n\n6.06\n\n%\n\nGordon Strout\n\n​\n\n​\n\n7,889,264\n\n​\n\n​\n\n​\n\n93.90\n\n%\n\n​\n\n​\n\n512,520\n\n​\n\n​\n\n​\n\n6.10\n\n%\n\n \n\n3. The proposal to ratify the appointment of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved as follows:\n\n \n\n**Votes For**\n\n​\n\n​\n\n**Votes Against**\n\n​\n\n​\n\n**Broker Non-Votes**\n\n​\n\n​\n\n**Votes Abstained**\n\n​\n\n9,425,270\n\n​\n\n​\n\n​\n\n302,428\n\n​\n\n​\n\n​\n\n0\n\n​\n\n​\n\n​\n\n371,000\n\n​\n\n \n\n4. The proposal of an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio and timing to be determined by the Board of Directors in its discretion within twelve months of stockholder approval was approved as follows:\n\n \n\n**Votes For**\n\n​\n\n​\n\n**Votes Against**\n\n​\n\n​\n\n**Broker Non-Votes**\n\n​\n\n​\n\n**Votes Abstained**\n\n​\n\n8,171,581\n\n​\n\n​\n\n​\n\n1,923,132\n\n​\n\n​\n\n​\n\n0\n\n​\n\n​\n\n​\n\n3,985\n\n​\n\n \n\n5. The proposal of an amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan (the “First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan”) to increase the maximum aggregate number of shares available for awards from 21.5% of the number of Common Shares outstanding as of the first trading day of each quarter to 35% of the number of Common Shares outstanding as of the first trading day of each quarter was approved as follows:\n\n \n\n**Votes For**\n\n​\n\n​\n\n**Votes Against**\n\n​\n\n​\n\n**Broker Non-Votes**\n\n​\n\n​\n\n**Votes Abstained**\n\n​\n\n7,309,819\n\n​\n\n​\n\n​\n\n1,081,988\n\n​\n\n​\n\n​\n\n1,696,914\n\n​\n\n​\n\n​\n\n9,977\n\n​\n\n \n\nA copy of the First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan is attached hereto as Exhibit 10.3 and is incorporated by reference herein.\n\n \n\n6. The proposal of the adjournment of the Annual Meeting was approved as follows:\n\n \n\n**Votes For**\n\n​\n\n​\n\n**Votes Against**\n\n​\n\n​\n\n**Broker Non-Votes**\n\n​\n\n​\n\n**Votes Abstained**\n\n​\n\n8,569,818\n\n​\n\n​\n\n​\n\n1,035,346\n\n​\n\n​\n\n​\n\n0\n\n​\n\n​\n\n​\n\n493,534\n\n​"}