{"url_path":"/sec/guts/8-k/2026-06-11/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":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1572616/0001193125-26-267897-index.html","accession_number":"0001193125-26-267897","cik":"0001572616","ticker":"GUTS","issuer_name":"FRACTYL HEALTH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1572616/0001193125-26-267897-index.html","primary_entity_key":"0001572616","primary_entity_name":"FRACTYL HEALTH, INC."},"word_count":317,"has_tables":true,"body_markdown":"## Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nOn 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:\n\n1. Election of Class II Directors\n\nThe 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:\n\nDirector Nominee\n\nFor\n\nWithheld\n\nBroker Non-Vote\n\nMarc Elia\n\n65,196,683\n\n9,029,601\n\n38,009,922\n\nClive Meanwell, M.B., Ch.B., M.D.\n\n63,701,054\n\n10,525,230\n\n38,009,922\n\nIan Sheffield\n\n73,761,318\n\n464,966\n\n38,009,922\n\n \n\n2. Ratification of Independent Auditors\n\nThe 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:\n\nFor\n\nAgainst\n\nAbstain\n\n107,931,959\n\n189,715\n\n4,114,532\n\n \n\nBased 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.\n\n \n\nSIGNATURES\n\nPursuant 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.\n\n \n\n \n\n \n\nFractyl Health, Inc.\n\n \n\n \n\n \n\n \n\nDate:\n\nJune 11, 2026\n\nBy:\n\n/s/ Harith Rajagopalan\n\n \n\n \n\n \n\nHarith Rajagopalan, M.D., Ph.D.\nCo-Founder, Chief Executive Officer and Director\n(Principal Executive Officer)"}