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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 5, 2024



Apogee Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Delaware 001-41740 93-4958665
(State of Incorporation or
(Commission File Number) (I.R.S. Employer Identification


221 Crescent Street, Building 17, Suite 102b,

Waltham, MA, 02453

(Address of Principal Executive Offices, including Zip Code)


(650) 394-5230

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading
  Name of each exchange
on which registered
Common Stock, par value $0.00001 per share   APGE   The Nasdaq Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 5.07Submission of Matters to a Vote of Security Holders


On June 5, 2024, Apogee Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 11, 2024, the record date for the Annual Meeting, there were 42,923,291 shares of voting common stock entitled to vote at the meeting. The proposals considered at the Annual Meeting are described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2024. The final voting results are set forth below.


Proposal 1: Election of Directors


The following Class I director nominees were elected to serve until the 2027 Annual Meeting of Stockholders based upon the following votes:


Nominee   Votes For     Votes Withheld     Broker Non-Votes
Andrew Gottesdiener, M.D.     33,888,258       6,873,344         805,441
Peter Harwin     33,716,470       7,045,132         805,441
Michael Henderson, M.D.     34,982,626       5,778,976         805,441


Proposal 2: Ratification of Independent Auditor


The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified as follows:


Votes For     Votes Against     Abstentions     Broker Non-Votes  
  41,560,000       2,163       4,880       0  


Proposal 3: Approval of Director Option Grant


The grant of options to a director to purchase 100,000 shares of the Company’s voting common stock was approved as follows:


Votes For     Votes Against     Abstentions     Broker Non-Votes  
  40,430,389       330,671       542       805,441  






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Apogee Therapeutics, Inc.
Date: June 7, 2024 By: /s/ Michael Henderson, M.D.
  Name:  Michael Henderson, M.D.
  Title:  Chief Executive Officer