Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Meeting of Stockholders held by Prime Medicine, Inc. on June 5, 2026. The meeting was conducted virtually via live webcast. As of the record date of April 9, 2026, there were 180,615,889 shares of Common Stock outstanding and entitled to vote.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
A quorum was established with 140,384,724 shares present or represented by proxy. Stockholders voted on two proposals:
- Proposal 1 (Election of Directors): Michael Kelly and David Schenkein, M.D. were elected as Class I Directors to serve until the 2029 annual meeting.
- Proposal 2 (Ratification of Auditors): The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified.
Voting Breakdown
| Nominee / Proposal | For | Against / Withheld | Abstentions / Broker Non-Votes |
|---|---|---|---|
| Michael Kelly (Director) | 107,059,058 | 3,047,945 (Withheld) | 30,277,721 (Broker Non-Votes) |
| David Schenkein, M.D. (Director) | 87,522,409 | 22,584,594 (Withheld) | 30,277,721 (Broker Non-Votes) |
| PwC Ratification | 139,989,201 | 101,259 | 294,264 |
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the tenure of newly elected directors Michael Kelly and David Schenkein, M.D., which extends to the 2029 annual meeting.
- Note the significant number of broker non-votes (30,277,721) on the director election proposals, indicating shares held in street name where brokers lacked discretionary voting power.
- Confirm the ratification of PricewaterhouseCoopers LLP as the auditor for the fiscal year ending December 31, 2026.
- Review the definitive proxy statement filed on April 23, 2026, for detailed background on the nominees and auditor selection.