UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 09, 2026 |
Apogee Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-41740 |
93-4958665 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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221 Crescent St., Bldg 17, Suite 102b |
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Waltham, Massachusetts |
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02453 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (650) 394-5230 |
(Former Name or Former Address, if Changed Since Last Report)
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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $0.00001 per share |
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APGE |
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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 ☐
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 5.07 Submission of Matters to a Vote of Security Holders
On June 9, 2026, Apogee Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 15, 2026, the record date for the Annual Meeting, there were 61,853,254 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, 2026 (the “Proxy Statement”). The final voting results are set forth below.
Proposal 1: Election of Directors
The following Class III director nominees were elected to serve until the 2029 Annual Meeting of Stockholders based upon the following votes:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker
Non-Votes |
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Mark C. McKenna |
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53,689,547 |
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1,515,704 |
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1,795,532 |
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Jennifer Fox |
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52,895,552 |
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2,309,699 |
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1,795,532 |
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William (BJ) Jones, Jr. |
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44,964,804 |
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10,240,447 |
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1,795,532 |
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Proposal 2: Ratification of Independent Auditor Appointment
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified as follows:
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Votes For |
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Votes Against |
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Abstentions |
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56,960,778 |
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1,361 |
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38,644 |
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Proposal 3: Approval on a Non-Binding, Advisory Basis of the Compensation of our Named Executive Officers
The compensation of our named executive officers as disclosed in the Proxy Statement was approved on a non-binding, advisory basis as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker
Non-Votes |
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54,324,725 |
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633,959 |
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246,567 |
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1,795,532 |
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SIGNATURES
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.
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Apogee Therapeutics, Inc. |
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Date: |
June 12, 2026 |
By: |
/s/ Michael Henderson, M.D. |
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Michael Henderson, M.D.
Chief Executive Officer |
