---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-066351"
form_type: "8-K"
ticker: "ELAB"
cik: "0001840563"
company_name: "PMGC Holdings Inc."
filed_at: "2026-06-08T21:08:45+00:00"
generated_at: "2026-06-08T21:10:29.709861+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# PMGC Holdings shareholders approve staggered board with two classes, effective 2027

## Summary
- Proposal to classify Board into Class I (3-year terms) and Class II (1-year terms) passed with ~6.53M votes for (59.77% of outstanding).
- All five nominated directors (Lichti, Bensler, Kovalyov, Daley, Parry) elected with ~99.8% of votes cast.
- Ratification of HTL International as independent auditor for FY 2026 approved with 99.92% of votes cast.
- Shareholders also approved potential adjournment of meeting, but company did not adjourn.

## SEC filing metadata
- accession: 0001213900-26-066351
- form_type: 8-K
- ticker: ELAB
- cik: 0001840563
- company_name: PMGC Holdings Inc.
- filed_at: 2026-06-08T21:08:45+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1840563/000121390026066351/0001213900-26-066351-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1840563/000121390026066351/ea0293813-8k_pmgc.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-066351
- JSON: https://secwatch.observer/filing/0001213900-26-066351.json
- Plain text: https://secwatch.observer/filing/0001213900-26-066351.txt

## Key facts
- Governance Changes
  PMGC Holdings Inc.: Amended Bylaws to classify Board of Directors into two staggered classes with three-year and one-year terms (effective 2026-06-05).
  - Change: bylaw amendment
  - Effective: 2026-06-05
  source text: On June 5, 2026, a majority of PMGC Holdings Inc. (the “Company”)’s shareholders approved of a Certificate of Amendment of the Company’s Bylaws (“Amended Bylaws”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840563/000121390026066351/0001213900-26-066351-index.htm
- Shareholder Votes
  PMGC Holdings Inc. shareholders approved Approve amendment to Bylaws to provide for a staggered Board of two classes at the 2026-06-05 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: Proposal No. 2 : to approve an amendment to the Company’s Bylaws to provide for a staggered Board comprised of two classes of directors, designated Class I and Class II, with Class I Directors serving for three (3) year terms and Class II Directors serving for one (1) year terms. FOR AGAINST ABSTAIN 6,525,599 15,443 23,792
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840563/000121390026066351/0001213900-26-066351-index.htm
- Shareholder Votes
  PMGC Holdings Inc. shareholders approved Ratify appointment of HTL International, LLC as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-05 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: Proposal 3 : Shareholders were asked to ratify the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved. FOR AGAINST ABSTAIN 6,536,284 4,827 23,723
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840563/000121390026066351/0001213900-26-066351-index.htm
- Shareholder Votes
  PMGC Holdings Inc. shareholders approved Approve potential adjournment of Annual Meeting to solicit additional proxies at the 2026-06-05 meeting.
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: Proposal 4 : Shareholders considered a proposal to approve the potential adjournment of the Annual Meeting to solicit additional proxies if required. The proposal was approved.* FOR* AGAINST ABSTAIN 6,527,449 13,200 24,185
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840563/000121390026066351/0001213900-26-066351-index.htm
- Shareholder Votes
  PMGC Holdings Inc. shareholders approved Election of five directors at the 2026-06-05 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-05
  source text: Proposal 1 : Five (5) directors were nominated for election to serve until the next annual meeting and until their successors are duly elected and qualified. Each nominee was elected. The voting results for each director were: Braeden Lichti FOR AGAINST ABSTAIN 6,526,627 14,410 23,797
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840563/000121390026066351/0001213900-26-066351-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.