Business Context and Reporting Period
This Form 8-K reports the results of the 2025 Annual Meeting of Stockholders held by Apogee Therapeutics, Inc. on June 17, 2025. The record date for the meeting was April 21, 2025, with 44,881,091 shares of voting common stock 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 voting results.
Material Changes and Voting Results
The following proposals were voted upon and approved:
- Proposal 1: Election of Directors
- Lisa Bollinger, M.D.: Elected with 35,139,585 votes for (4,250,286 abstentions).
- Tomas Kiselak: Elected with 39,235,384 votes for (154,487 abstentions).
- Nimish Shah: Elected with 25,782,554 votes for (13,607,317 abstentions).
- All nominees were elected to serve until the 2028 Annual Meeting.
- Proposal 2: Ratification of Independent Auditor
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2025.
- Votes: 41,155,560 For, 3,099 Against, 26,229 Abstentions.
- Proposal 3: Advisory Vote on Executive Compensation Frequency
- Stockholders voted to hold future advisory votes on executive compensation annually.
- Votes: 39,351,917 for One Year, 619 for Two Years, 24,702 for Three Years.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, operational outlook, or specific risk factors. Management commentary is limited to the confirmation that future advisory votes on executive compensation will be held annually based on the voting results.
Key Facts for Investor Verification
- Verify the tenure of the newly elected Class II directors (Lisa Bollinger, Tomas Kiselak, Nimish Shah) through the 2028 Annual Meeting.
- Confirm the appointment of Ernst & Young LLP as the auditor for the fiscal year ending December 31, 2025.
- Note the significant abstention rate for director nominee Nimish Shah (approx. 30% of votes cast) compared to other nominees.
- Confirm the company's commitment to annual executive compensation advisory votes.