Business Context and Reporting Period
This Form 8-K reports the results of the 2025 Annual Meeting of Stockholders held by Disc Medicine, Inc. on June 11, 2025. The filing details the voting outcomes for four proposals regarding director elections, executive compensation, and auditor ratification.
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 by stockholders:
- Proposal 1: Election of Class II Directors
- Georges Gemayel, Ph.D.: Elected with 30,122,499 votes for; 920,582 votes withheld.
- Mark Chin, M.S., M.B.A.: Elected with 30,847,995 votes for; 195,086 votes withheld.
- Liam Ratcliffe, M.D., Ph.D.: Elected with 26,803,620 votes for; 4,239,461 votes withheld.
- All three directors were elected for a three-year term ending in 2028.
- Proposal 2: Advisory Vote on Executive Compensation
- Stockholders approved the compensation paid to Named Executive Officers.
- For: 30,801,342 | Against: 235,453 | Abstain: 6,286.
- Proposal 3: Frequency of Future Advisory Votes on Compensation
- Stockholders recommended holding future advisory votes every year.
- Every One Year: 30,860,482 | Every Two Years: 424 | Every Three Years: 176,183.
- The Board of Directors has determined to hold these votes annually until the 2031 annual meeting or a future board decision.
- Proposal 4: Ratification of Independent Auditor
- Stockholders ratified the appointment of Ernst & Young LLP for the fiscal year ending December 31, 2025.
- For: 32,117,099 | Against: 2,370 | Withheld: 488.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on business risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Important Facts for Investors to Verify
- Verify the total number of shares outstanding and the percentage of votes represented by the "For" and "Against" tallies to assess the level of shareholder support.
- Review the Definitive Proxy Statement on Schedule 14A (filed April 24, 2025) for detailed biographies of the newly elected directors and the specific compensation packages approved.
- Confirm the company's upcoming fiscal calendar and any other corporate actions scheduled for the remainder of 2025.