Actinium Pharmaceuticals (ATNM) board adopts annual Say-on-Pay advisory votes

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(Neutral)

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Form Type

8-K/A

Rhea-AI Filing Summary

Actinium Pharmaceuticals, Inc. filed an amendment to update its prior report on the results of its Annual General Meeting. Shareholders had indicated a preference for holding an advisory vote on executive compensation (“Say-on-Pay”) every year.

On March 20, 2026, the board of directors decided that future Say-on-Pay votes will be conducted annually, aligning with the shareholder preference. The board plans to re-evaluate this approach after the next shareholder advisory vote on Say-on-Pay frequency, which is expected at the 2031 Annual General Meeting of Shareholders, unless considered earlier.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

03/26/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2025

Actinium Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36374		74-2963609
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Park Ave., 23rd Floor,

New York, New York 10017
(Address of principal executive offices) (Zip code)

(646) 677-3870
(Registrant’s telephone number, including area code)

Not applicable

(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		ATNM		NYSE American

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. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Actinium Pharmaceuticals, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on November 26, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s Annual General Meeting of Shareholders held on November 26, 2025 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future shareholder advisory votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay Vote(s)”) in accordance with Item 5.07(d) of Form 8-K. No other changes have been made to the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

As previously reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the frequency of future Say-on-Pay Votes, the Company’s shareholders expressed their preference for a Say-on-Pay Vote to be conducted every year. On March 20, 2026, the Company’s board of directors considered the outcome of this advisory vote and determined that future Say-on-Pay Votes will be conducted every year. The Company’s board of directors will re-evaluate this determination after the next shareholder advisory vote on the frequency of Say-on-Pay Votes (which will be at the 2031 Annual General Meeting of Shareholders, unless presented earlier).

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.

	ACTINIUM PHARMACEUTICALS, INC.

Date: March 26, 2026	By:	/s/ Sandesh Seth
		Name: Sandesh Seth
		Title: Chairman and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Actinium Pharmaceuticals (ATNM) change in this 8-K/A filing?

Actinium Pharmaceuticals updated its disclosure on Say-on-Pay frequency. The board formally decided that advisory votes on executive compensation will be held every year, reflecting shareholder preferences expressed at the November 26, 2025 Annual General Meeting.

How often will Actinium Pharmaceuticals (ATNM) hold Say-on-Pay votes?

Actinium Pharmaceuticals will hold Say-on-Pay votes annually. After shareholders favored a one-year frequency in an advisory vote, the board resolved on March 20, 2026 to conduct future advisory votes on executive compensation every year.

When will Actinium Pharmaceuticals (ATNM) re-evaluate Say-on-Pay frequency?

The board plans to re-evaluate Say-on-Pay frequency in 2031. Actinium Pharmaceuticals states the determination will be reconsidered after the next shareholder advisory vote on frequency, expected at the 2031 Annual General Meeting of Shareholders, unless taken up earlier.

What shareholder vote led to the Say-on-Pay decision at Actinium Pharmaceuticals (ATNM)?

Shareholders held an advisory vote on Say-on-Pay frequency. At the November 26, 2025 Annual General Meeting, shareholders expressed a preference for annual Say-on-Pay votes, which the board later adopted as company policy on March 20, 2026.

Does this Actinium Pharmaceuticals (ATNM) 8-K/A change the original voting results?

No, the amendment does not alter the original voting results. It only adds the board’s formal decision to hold Say-on-Pay advisory votes every year, based on the previously reported shareholder preference from the 2025 Annual General Meeting.

Filing Exhibits & Attachments

3 documents