Perspective Therapeutics, Inc.
For the period ended Apr 15, 2026. Filed Apr 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 15, 2026 · Filed Apr 16, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 16, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Annual Meeting”), of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we” or “us”), which will be held at the Sheraton Grand Chicago Riverwalk, 301 E North Water Street, Chicago, IL 60611 at 9:00 a.m. Central Time on Wednesday, May 27, 2026, for the following purposes:
To elect six directors to the Company’s board of directors, each to hold office until the Company’s 2027 annual meeting of stockholders and until such person’s successor has been duly elected and qualified (the “Election Proposal”);
To ratify the appointment of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”);
To approve, on a non-binding advisory basis, the frequency of advisory stockholder votes on the compensation of our named executive officers (the “Say on Frequency Proposal”); and
To conduct any other business properly brought before the Annual Meeting.
The Board unanimously recommends that you vote“FOR ALL” on the Election Proposal,“FOR” the Auditor Ratification Proposal and“1 YEAR” for the Say on Frequency Proposal.
The enclosed Notice of Annual Meeting and Proxy Statement describes the formal business to be transacted at the Annual Meeting and information regarding voting and certain other matters. This Notice of Annual Meeting, Proxy Statement and accompanying proxy card are being mailed on or prior to April 16, 2026, to stockholders of record on April 2, 2026.
As we have done in the past, this year, in accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this procedure makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.
Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares of our common stock as soon as possible. For security purposes, if you wish to attend the Annual Meeting in person, you will need to pre-register by 5:00 p.m. Pacific Time on May 13, 2026. You may vote prior to the Annual Meeting via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the meeting and will help ensure the presence of a quorum at the meeting. If you do attend the Annual Meeting, you may change your vote by voting personally on each matter brought before the meeting. If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your broker, bank or other nominee.
Your vote is important. Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented at the Annual Meeting. Accordingly, we ask that you please vote over the Internet or by telephone at your earliest convenience, or, if you receive a proxy card and a voting instruction form by mail, that you complete, sign and date the proxy card or voting information form and return it in the enclosed envelope (to which no postage need be affixed if mailed in the United States) as soon as possible. If you do attend the Annual Meeting, you may change your vote by voting personally on each matter brought before the meeting.
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We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Johan (Thijs) Spoor
Johan (Thijs) Spoor
Chief Executive Officer
Perspective Therapeutics, Inc.
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NOTICE OF 2026 ANNUAL MEETING
OF STOCKHOLDERS
| TIME AND DATE | 9:00 a.m. Central Time on Wednesday, May 27, 2026 |
|---|---|
| PLACE | Sheraton Grand Chicago Riverwalk, 301 E North Water Street, Chicago, IL 60611 |
ITEMS OF BUSINESS
To consider and vote on a proposal to elect six directors of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we,” “us”), each to hold office until the Company’s 2027 annual meeting of stockholders and until such person’s successor has been elected and qualified (the “Election Proposal”).
To consider and vote on a proposal to ratify the appointment of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”).
To consider and vote on a proposal to approve, on a non-binding advisory basis, the frequency of advisory stockholder votes on the compensation of our named executive officers (the “Say on Frequency Proposal”).
To take action on any other business that may properly be considered at the Annual Meeting or any adjournment thereof.
RECOMMENDATIONS
The Board of Directors recommends that you vote “FOR ALL” for the election of each nominee for the Board of Directors in Proposal 1, “FOR” Proposal 2 and “1 YEAR” for Proposal 3.
ADJOURNMENTS AND POSTPONEMENTS
Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
RECORD DATE
You may vote at the Annual Meeting if you were a stockholder of record of our common stock at the close of business on April 2, 2026. If your shares are held through a broker, bank or other nominee, that organization is considered the record holder for purposes of voting at the Annual Meeting and will provide you with instructions on how you can direct that organization to vote your shares.
VOTING
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote as soon as possible. For specific instructions on how to vote your shares of our common stock, please refer to the instructions in the accompanying Notice of Internet Availability of Proxy Materials and the section entitled“General Information About the Annual Meeting and Voting” beginning on page 2 of the accompanying Proxy Statement.
ADMISSION
For security purposes, you will need to pre-register by 5:00 p.m. Pacific Time on May 13, 2026 if you wish to attend the Annual Meeting in person. Specific instructions on pre-registration can be found in the section entitled “General Information About the Annual Meeting and Voting” beginning on page 2 of the accompanying Proxy Statement. In addition to pre-registering, if your shares of our common stock are held through a broker, bank or other nominee and you wish to attend the Annual Meeting, you must obtain a legal proxy from that organization confirming your
iii beneficial ownership of the shares as of the record date and bring it to the Annual Meeting. Cameras and recording devices and other electronic equipment will not be permitted at the Annual Meeting.
By Order of the Board of Directors,
/s/ Chris Nenno
Chris Nenno
General Counsel and Corporate Secretary
This Notice of Annual Meeting, Proxy Statement, and accompanying proxy card
are being mailed on or prior to April 16, 2026.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2026:
Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our 2026 Annual Meeting materials, which include the accompanying Proxy Statement, a form of proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025, over the Internet in lieu of mailing printed copies at www.proxyvote.com. We will begin mailing a “Notice of Internet Availability of Proxy Materials” (which is different than this Notice of Annual Meeting of Stockholders) to our stockholders on or prior to April 16, 2026. The Notice of Internet Availability of Proxy Materials will contain instructions on how to access and review the Annual Meeting materials and vote online. The Notice of Internet Availability of Proxy Materials will also contain instructions on how you can request a printed copy of the Annual Meeting materials, including a proxy card if you are a record holder or a voting instruction form if you are a beneficial owner.
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TABLE OF CONTENTS
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
|---|---|
| PROPOSAL 1 – THE ELECTION PROPOSAL | 8 |
| Nominees | 8 |
| Directors | 8 |
| Board Leadership Structure | 10 |
| Risk Oversight | 11 |
| Board Committees and Meetings | 11 |
| Report of the Audit Committee of the Board | 14 |
| Nomination Process | 15 |
| PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| Change in our Independent Registered Accounting Firm | 17 |
| Audit and Non-Audit Fees | 18 |
| PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 19 |
| Background of the Proposal | 19 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 21 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 23 |
| EXECUTIVE OFFICERS | 24 |
| COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS | 26 |
| Executive Compensation | 26 |
| Summary Compensation Table | 27 |
| Narrative to Summary Compensation Table | 27 |
| Stockholder Engagement and Say-on-Pay Feedback | 29 |
| Outstanding Equity Awards at Fiscal Year-End | 30 |
| Employment Agreements and Separation Agreements | 30 |
| Role of the Compensation Consultant | 32 |
| Role of Benchmarking and Peer Groups | 32 |
| Pay Versus Performance Disclosure | 33 |
| Director Compensation | 37 |
| 2025 Director Compensation | 37 |
| Clawback Policy | 38 |
| Code of Ethics | 38 |
| Insider Trading Policy and Prohibition on Hedging and Pledging | 39 |
| Equity Grant Policies and Practices | 39 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 40 |
| TRANSACTIONS WITH MANAGEMENT AND OTHERS | 42 |
| Review, Approval or Ratification of Transactions with Related Persons | 42 |
| Transactions with Related Persons | 42 |
| Director Independence | 43 |
| Director and Officer Indemnification | 44 |
| OTHER INFORMATION | 45 |
| Other Business | 45 |
| Stockholder Communication with the Board | 45 |
| Board Attendance at Annual Meeting | 45 |
| Expenses of Solicitation | 45 |
| Stockholder Proposals and Director Nominations | 46 |
| HOUSEHOLDING | 47 |
| MISCELLANEOUS | 48 |
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PROXY STATEMENT
Annual Meeting of Stockholders
May 27, 2026
We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we” or “us”), of proxies to be voted at the Annual Meeting of Stockholders to be held at the Sheraton Grand Chicago Riverwalk, 301 E North Water Street, Chicago, IL 60611 at 9:00 a.m. Central Time on Wednesday, May 27, 2026 (the “Annual Meeting”), and at any adjournment or postponement of the Annual Meeting. These proxy materials will be mailed on or prior to April 16, 2026, to stockholders entitled to vote at the Annual Meeting. This proxy is solicited on behalf of the Board.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.