[8-K] Apogee Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

On 17 June 2025 Apogee Therapeutics, Inc. (Nasdaq: APGE) held its 2025 Annual Meeting of Stockholders. Shareholders elected three Class II directors—Dr Lisa Bollinger (35.1 M votes for), Tomas Kiselak (39.2 M) and Nimish Shah (25.8 M)—to serve until the 2028 meeting; abstentions ranged from 0.2 M to 13.6 M and 1.8 M broker non-votes were recorded for each nominee.

Ernst & Young LLP was ratified as independent auditor for fiscal 2025 with 41.16 M votes in favor (99.9%), 3,099 against and 26,229 abstentions.

In the non-binding vote on the frequency of future “say-on-pay” proposals, a decisive 39.35 M shares (≈99%) supported annual advisory votes; the Board will adopt this cadence going forward.

No financial results, strategic transactions or other material events were disclosed. The filing is routine corporate-governance housekeeping and is unlikely to affect the company’s valuation or near-term outlook.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting results; strong shareholder support; no material impact on valuation.

The 8-K discloses standard voting outcomes. Director support exceeded normal simple-majority thresholds, indicating no shareholder dissent spikes. Auditor ratification at 99.9% keeps continuity and implies no perceived audit issues. The near-unanimous preference for annual say-on-pay votes aligns Apogee with prevailing large-cap practices and may improve compensation transparency, but this is governance-level, not cash-flow-level, information. No capital allocation, product, or guidance updates were included, so the filing is neutral from an investment perspective.

Portfolio Manager

TL;DR: Filing carries negligible market impact; maintain prior investment thesis.

All proposals passed comfortably, eliminating near-term governance overhangs. However, because the 8-K lacks operational or financial data, it neither enhances nor detracts from earnings growth assumptions or risk profile. I classify the event as non-impactful for portfolio positioning; any price movement would likely be insignificant.

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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 17, 2025

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 17, 2025, Apogee Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 21, 2025, the record date for the Annual Meeting, there were 44,881,091 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 29, 2025. The final voting results are set forth below.

Proposal 1: Election of Directors

The following Class II director nominees were elected to serve until the 2028 Annual Meeting of Stockholders based upon the following votes:

Nominee		Votes For				Abstentions				Broker Non-Votes
Lisa Bollinger, M.D.			35,139,585				4,250,286				1,795,017
Tomas Kiselak			39,235,384				154,487				1,795,017
Nimish Shah			25,782,554				13,607,317				1,795,017

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, 2025 was ratified as follows:

Votes for				Votes Against				Abstentions
	41,155,560				3,099				26,229

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve our Named Executive Officers’ Compensation

The advisory vote on the frequency of future advisory votes to approve the Company's named executive officers' compensation received the following votes:

One Year				Two Years		Three Years				Abstentions				Broker Non-Votes
	39,351,917			619			24,702				12,633				1,795,017

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.

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 20, 2025	By:	/s/ Michael Henderson, M.D.
			Michael Henderson, M.D. Chief Executive Officer

FAQ

What directors were elected at Apogee Therapeutics' 2025 annual meeting?

Dr Lisa Bollinger, Tomas Kiselak and Nimish Shah were elected as Class II directors to serve until 2028.

How did shareholders vote on Ernst & Young's appointment as APGE's auditor?

Shareholders ratified the appointment with 41.16 M votes for, 3,099 against, 26,229 abstentions.

What frequency did APGE investors prefer for future say-on-pay votes?

Approximately 99% of votes favored an annual advisory vote on executive compensation.

Were there any financial results or strategic announcements in the 8-K?

No. The filing was limited to annual-meeting voting outcomes and contained no financial or strategic updates.

Does the 8-K affect Apogee Therapeutics' financial outlook?

The disclosed matters are routine governance items and are not expected to impact the company’s financial outlook.