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Apogee Therapeutics (NASDAQ: APGE) investors back board, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected three Class III directors — Mark C. McKenna, Jennifer Fox, and William (BJ) Jones, Jr. — to serve until the 2029 Annual Meeting.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. There were 61,853,254 shares of voting common stock entitled to vote as of the April 15, 2026 record date.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 61,853,254 shares Voting common stock as of April 15, 2026 record date
Votes for Mark C. McKenna 53,689,547 votes Election as Class III director at 2026 Annual Meeting
Votes for Jennifer Fox 52,895,552 votes Election as Class III director at 2026 Annual Meeting
Votes for William (BJ) Jones, Jr. 44,964,804 votes Election as Class III director at 2026 Annual Meeting
Auditor ratification votes for 56,960,778 votes Ratification of Ernst & Young LLP for 2026
Say-on-pay votes for 54,324,725 votes Advisory approval of named executive officer compensation
Annual Meeting of Stockholders regulatory
"On June 9, 2026, Apogee Therapeutics, Inc. ... held its 2026 Annual Meeting of Stockholders"
broker non-votes financial
"William (BJ) Jones, Jr. ... 10,240,447 ... 1,795,532 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding, advisory basis regulatory
"The compensation of our named executive officers ... was approved on a non-binding, advisory basis"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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0001974640false00019746402026-06-092026-06-09

 

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

Date of Report (Date of earliest event reported): June 09, 2026

 

 

Apogee Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41740

93-4958665

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

221 Crescent St., Bldg 17, Suite 102b

 

Waltham, Massachusetts

 

02453

(Address of Principal Executive Offices)

 

(Zip Code)

 

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:


Title of each class

 

Trading
Symbol(s)

 


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

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:

Nominee

 

Votes For

 

 

Votes Withheld

 

 

Broker
Non-Votes

 

Mark C. McKenna

 

 

53,689,547

 

 

 

1,515,704

 

 

 

1,795,532

 

Jennifer Fox

 

 

52,895,552

 

 

2,309,699

 

 

1,795,532

 

William (BJ) Jones, Jr.

 

 

44,964,804

 

 

10,240,447

 

 

1,795,532

 

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:

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

56,960,778

 

 

 

1,361

 

 

 

38,644

 

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:

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker
Non-Votes

 

 

54,324,725

 

 

 

633,959

 

 

 

246,567

 

 

 

1,795,532

 

 


 

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.

 

 

 

Apogee Therapeutics, Inc.

 

 

 

 

Date:

June 12, 2026

By:

/s/ Michael Henderson, M.D.

 

 

 

Michael Henderson, M.D.
Chief Executive Officer

 


FAQ

What did Apogee Therapeutics (APGE) shareholders vote on at the 2026 Annual Meeting?

Shareholders elected three Class III directors, ratified Ernst & Young LLP as independent auditor for 2026, and approved, on a non-binding advisory basis, the compensation of named executive officers. These items followed the agenda described in the company’s April 24, 2026 proxy statement.

Who was elected to Apogee Therapeutics (APGE) board at the 2026 meeting?

Mark C. McKenna, Jennifer Fox, and William (BJ) Jones, Jr. were elected as Class III directors to serve until the 2029 Annual Meeting. Each nominee received more votes “for” than “withheld,” with McKenna receiving 53,689,547 votes for and Fox 52,895,552 votes for.

How did Apogee Therapeutics (APGE) shareholders vote on the independent auditor?

Shareholders ratified the appointment of Ernst & Young LLP as Apogee Therapeutics’ independent registered public accounting firm for the year ending December 31, 2026, with 56,960,778 votes for, 1,361 votes against, and 38,644 abstentions, indicating broad support for continuing with the same audit firm.

What were the voting results on Apogee Therapeutics (APGE) executive compensation?

The compensation of Apogee Therapeutics’ named executive officers, as disclosed in the proxy statement, was approved on a non-binding advisory basis. There were 54,324,725 votes for, 633,959 votes against, 246,567 abstentions, and 1,795,532 broker non-votes, showing majority shareholder support for the pay program.

How many Apogee Therapeutics (APGE) shares were entitled to vote at the 2026 Annual Meeting?

As of the April 15, 2026 record date, 61,853,254 shares of Apogee Therapeutics’ voting common stock were entitled to vote at the 2026 Annual Meeting. This share count determines the maximum possible votes for each proposal presented to stockholders at the meeting.

Filing Exhibits & Attachments

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