Business Context and Reporting Period
This Form 8-K reports on the results of Septerna, Inc.'s 2025 Annual Meeting of Stockholders held on June 17, 2025. The meeting was conducted in a virtual-only format. As of the record date (April 21, 2025), there were 44,515,703 shares of Common Stock outstanding, with 34,278,489 shares represented at the meeting, establishing a quorum.
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 outcomes rather than financial performance.
Material Changes and Voting Results
Stockholders voted on two proposals, both of which were approved:
- Proposal No. 1 (Election of Directors): Abraham Bassan, M.S., and Alan Ezekowitz, M.D., D.Phil., were elected as Class I directors for a three-year term.
- Proposal No. 2 (Ratification of Auditors): The appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified.
| Proposal | For | Against/Withheld | Abstain/Non-Votes |
|---|---|---|---|
| Election of Abraham Bassan | 29,320,969 | 3,286,107 (Withheld) | 1,671,413 (Broker Non-Votes) |
| Election of Alan Ezekowitz | 29,195,219 | 3,411,857 (Withheld) | 1,671,413 (Broker Non-Votes) |
| Ratification of Ernst & Young LLP | 34,218,829 | 12,108 (Against) | 47,552 (Abstain) |
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Key Facts for Investor Verification
- Verify the tenure and background of the newly elected Class I directors, Abraham Bassan and Alan Ezekowitz.
- Confirm the engagement terms and scope of work with the newly ratified auditor, Ernst & Young LLP, for the 2025 fiscal year.
- Note the significant number of broker non-votes (1,671,413) on the director election proposals, indicating shares held in street name where brokers lacked discretionary voting power.
- Review the definitive Proxy Statement filed on April 29, 2025, for detailed biographical information on nominees and the rationale for the auditor appointment.